Governance documentation, company records and corporate changes for foreign-invested enterprises in Vietnam.
Part of Viettonkin's Global Company Registration services
Newly licensed foreign-invested projects in Vietnam numbered 4,054 in 2025, up 20.1 percent in number but down 12.2 percent in value from 2024, according to the Foreign Investment Agency. For a foreign-invested company, the registration certificate is only the first record in a file that keeps growing, because changes of legal representative, capital, address or ownership have to be approved by the right company body and, where the law requires, reflected in the enterprise and investment records. Viettonkin's corporate secretarial services keep your decisions, records and filings aligned with your legal form and investment project.
The rules behind that file also move. Employer social insurance, for example, has followed a new law since 1 July 2025, so a calendar copied from another company, or written for an older framework, can miss what actually applies.
The legal form matters more than many investors expect. A single-member LLC, a multiple-member LLC and a joint stock company reach decisions through different bodies and on different timelines, and a foreign-invested enterprise may also hold investment records that must stay consistent with its enterprise registration. Many secretarial problems start with a decision recorded in the wrong form, or with a change registered in one place but not in the others.
Vietnamese company law uses different decision-making structures for single-member LLCs, multiple-member LLCs and joint stock companies. The records we maintain follow the structure your company actually has, not a generic template.
We maintain the company charter, owner decisions, appointment records and contribution evidence. Decisions reserved to the owner are documented as owner decisions, and the charter determines which matters fall within the authority of the company's management. Recording that boundary clearly helps banks, auditors and counterparties understand who can approve a transaction on the company's behalf.
We maintain the member register, contribution records, Members' Council notices, minutes and resolutions. Membership changes, capital transfers and changes of representation are reflected in the corporate file as they happen, so the register stays reliable. The charter sets how often the Members' Council meets, subject to the statutory minimum of at least one meeting each year.
We coordinate the shareholder register, shareholder meetings, board records and share-related documentation. The annual shareholder meeting is normally held within four months of the financial year-end, and a permitted postponement may extend this to six months. Notice and approval requirements should reflect both the charter and the applicable law, and board resolutions and share transfers are recorded against the register.
We keep enterprise and investment records aligned where both apply. A foreign-invested enterprise may hold an investment registration for its project as well as its enterprise registration, and the two need to agree on capital, activities and location. When the company's operating position changes, we review which of those records are affected before any filing is made.
The same year-end rule does not apply to every legal form. The working calendar distinguishes meetings, reporting, funding and changes, and names who is responsible for each input.
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| Obligation | Planning basis | Secretarial coordination |
|---|---|---|
| JSC annual shareholder meeting | Law on Enterprises Article 139: normally within four months of year-end; a permitted postponement may extend to six months. | Plan notices, reports, approval documents and signed minutes. |
| Multiple-member LLC meetings | Article 55: frequency set by the charter, with at least one Members' Council meeting each year. | Check the charter and schedule decisions for the relevant members. |
| Financial and tax reporting | Determine the applicable reporting regime, year-end and filing frequency with the accounting and tax team. | Coordinate approvals, supporting corporate records and submission evidence. |
| Investment reporting | Assess reporting requirements for the registered investment project and relevant authority. | Collect project information and maintain the agreed reporting schedule. |
| Beneficial owner information | Law on Enterprises as amended by Law 76/2025/QH15, in force 1 July 2025: provided with enterprise registration filings and kept current when ownership or control changes. | Maintain the beneficial owner record and include it with each registration change. |
| Capital and corporate changes | Identify the company-form rules and the trigger date for the proposed change. | Track resolutions, evidence and any required registration amendments. |
| Employment and social insurance | Apply the current Social Insurance Law and the entity's employer requirements. | Coordinate employee changes with the responsible payroll or HR provider. |
The objective is a current, retrievable record of the company's constitution, ownership, decisions and registrations. Keeping those documents in one indexed file, rather than spread across past advisers and email, is what makes them usable when a bank, auditor or buyer asks.
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| Record group | Documents and controls |
|---|---|
| Constitution and registration | Charter, enterprise registration and applicable investment records, with amendments in sequence. |
| Ownership and contributions | Member or shareholder records, contribution evidence and relevant transfer documentation. |
| Beneficial ownership | Information on the individuals who ultimately own or control the company. Since 1 July 2025 the amended Law on Enterprises requires it to be collected, kept current and provided with registration filings. |
| Management authority | Appointment and delegation records, legal representative information and approved signing arrangements. |
| Governance decisions | Notices, attendance and voting records, signed minutes and approved resolutions. |
| Filings and permissions | Submitted forms, acknowledgements, licences and the next required action. |
| Records access | A clear index, responsible record owners and an agreed process for obtaining current copies. |
A company change can affect several records at once. We establish the required approvals and filing sequence for the actual transaction, and identify every record that carries the changed information.
We confirm which company body approves the change and prepare the appointment or resignation documents. The legal representative's details appear in the enterprise registration and are relied on by banks, the tax authority and counterparties, so we identify the related record updates at the same time. Where the only legal representative will be away from Vietnam, the written authorisation arrangements should be settled before departure.
We review the transaction, the company form and the current contribution position. We then coordinate the resolutions and any required enterprise or investment amendments in the right order. A reduction can involve conditions that an increase does not, so the sequence and timing are confirmed for the specific transaction rather than assumed from a previous one.
We assess whether the change affects the enterprise information, the investment records or any sector permissions before the relevant filings are updated. Some activity changes only require an enterprise registration update, while others also touch the investment project or a conditional business line. Confirming this at the start avoids registering an activity that the company is not yet permitted to carry on.
We coordinate the company registration change and identify the implications for tax, investment, employment and banking records. An address change is a common source of mismatched records, because it is easy to update the enterprise registration and overlook the rest. We agree the order of the updates at the outset and track each one until the records are consistent.
We prepare the corporate record updates alongside the applicable transaction documentation and any investment-related approval or notification. For a joint stock company the shareholder register has to reflect the transfer, while for an LLC the member register and the enterprise registration information may both change. Tax and foreign ownership questions raised by the transaction are identified for the relevant advisers.
Most gaps are not deliberate. They come from unfamiliar timelines, obligations that sit between two advisers, or changes updated in one record but not in the others.
Investors sometimes assume the contribution period starts when operations begin, or plan the transfer without allowing time for the bank and approval steps. Under the Law on Enterprises the period runs from the date the enterprise registration certificate is issued, so the funding plan and the contribution evidence need to be ready early. We track the contribution position against the registered charter capital and flag any shortfall that needs a decision or an amendment.
A legal representative who travels often, or leaves the company, can leave filings, bank instructions and contract signatures waiting. Vietnamese company law expects a legal representative to be available in Vietnam, with written authorisation in place when that person is absent. We record the authorisation arrangements and plan any replacement before the departure date rather than after it.
Minutes and resolutions drafted weeks later, without notice, attendance or voting records, raise doubts about whether a decision was validly made. The problem usually surfaces when a registration amendment, a bank or an auditor asks for the evidence, or during due diligence for a transaction. We prepare the governance documents as part of the decision itself and keep the signed originals in the corporate file.
A company moves office and updates its enterprise registration, but nobody checks whether its tax, social insurance, bank and licence records show the same address. Mismatches then carry into later filings and correspondence. We treat a relocation as a single change covering every record that uses the registered address, and confirm each one rather than assuming it has updated automatically.
Foreign-invested enterprises can have reporting obligations for their investment project in addition to the company's financial and tax reporting. When the accountant treats that report as a legal task and the legal adviser treats it as a finance task, it can be missed entirely. The calendar names who prepares the project information, who approves it and who submits it for every reporting period that applies.
Employer social insurance obligations are handled by HR and payroll, but they are triggered by hiring decisions that management makes. When onboarding and the corporate calendar are not connected, registration can fall behind the employee's start date. We coordinate employee changes with the responsible payroll or HR provider and check the requirements against the current Social Insurance Law rather than an older checklist.
A consistent process helps keep internal approvals and external filings aligned. Each change follows the same three stages, whatever its size.
We identify the proposed change, the relevant company bodies, the current records and the information needed from the investor or management team. Checking the charter at this stage matters, because it can set approval thresholds or notice periods that differ from the general statutory position. The output is a short list of documents, signatories and dates that everyone involved can work from.
We draft the agreed corporate documents and organise the approval process, including notices, attendance and voting records where a meeting is needed. Meeting evidence is prepared and retained as part of the decision, rather than reconstructed afterwards. Where shareholders or directors sign from outside Vietnam, the signing and document-return arrangements are planned in advance.
We handle the agreed submissions, respond to document requests and retain the outcome. The register and corporate file are then updated to show the new position. Any follow-on action for other advisers, such as a bank mandate, a tax record or an employer registration, is flagged so the change is complete across the company's records.
The retainer is adapted to the entity and the volume of recurring or event-driven work. Specialist matters are identified at the start and quoted separately.
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| Core coordination | Separate specialist scope |
|---|---|
| Owner, Members' Council, shareholder and board documentation | Transaction-specific legal advice or disputes. |
| Corporate registers, contribution records and agreed changes | Complex restructuring or capital transactions requiring separate advice. |
| Company and applicable investment-reporting coordination | Full accounting, audit and tax preparation. |
| Address and legal representative change coordination | Sector-specific licensing applications. |
| Employer-record coordination with the HR team | Ongoing payroll and labour advice where separately engaged. |
Since 2009, Viettonkin has supported 2,000+ businesses, including Fortune 500 and VNR500 companies. These Vietnam engagements show the retainer, corporate change and representation work that sits behind a well-kept company file.
Viettonkin advised two investors from China on establishing a joint venture company and factory, assisting with construction and manufacturing compliance and with charter capital and vertical business expansion procedures. Under a retainership, the work included adjusting the contents of the Investment Registration Certificate and Business Registration Certificate.
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Viettonkin advised a Singaporean investor setting up a medical firm in Hanoi and provided solutions on compliance procedures. The engagement included supporting the acquisition of a local business and the transition of its contracts, human resources, tax and internal processes.
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Viettonkin advised a Canadian corporation on establishing a legal entity in Vietnam for an aircraft components production line, with the work extending to factory rental, recruitment, accounting and tax procedures. We also acted as legal representative, supporting the client with contract drafting and review, personnel recruitment and accounting and tax requirements.
Read the casePractical answers for your corporate governance planning.
No. The JSC annual meeting rule and LLC governance arrangements differ. A multiple-member LLC follows its charter for meeting frequency, subject to the statutory minimum. The calendar must reflect the actual legal form.
We coordinate the corporate approval documents and the agreed registration updates. The scope also identifies related records, such as banking or investment information, that may need attention.
The secretarial engagement coordinates the corporate documents and approval process with the accountant and auditor. Full financial preparation and statutory audit are separately scoped services.
Social Insurance Law 41/2024/QH15 took effect on 1 July 2025. Employer requirements should be checked against the current law rather than a calendar based solely on the older framework.
The charter, current registration and investment records, ownership and management information, latest meeting documents, recent filing evidence and a list of pending changes.
Regulatory points checked on 10 September 2026 and market figures checked on 11 September 2026. Requirements depend on the activity, investor and filing date.
Tell us your entity type, financial year-end and upcoming changes. We will scope the recurring work and the filings that need attention.
