VI Bookkeeping for a New Company in Vietnam: Your First 90 Days After the ERC
Bookkeeping for a new company in Vietnam starts on the day the Enterprise Registration Certificate (ERC) is issued, not on the day the first sale is made. Under Article 12 of the Law on Accounting, the first accounting period runs from the ERC date. In the next 90 days a foreign-owned company usually has to bring its charter capital in through a direct investment capital account, register for e-invoices before issuing any, pick its accounting regime and file its first tax returns, often while it still has no revenue.
This guide sets out bookkeeping for a new company as a 0–30–60–90 day plan, with the legal basis for each, the records to keep from day one and seven mistakes to avoid. It reflects the rules as of 30 October 2026 and is written for newly licensed foreign-owned companies in Ho Chi Minh City, Hanoi and elsewhere in Vietnam.
Why bookkeeping for a new company starts on the ERC date
Many founders assume that a company with no customers yet has nothing to record. In practice, the first weeks generate a lot of transactions: capital received from the parent, office rent and deposits, laptops, legal and setup fees, salaries for the first hires and bank charges. Each of them needs a supporting document and an entry in the books.
Article 12 of the Law on Accounting No. 88/2015/QH13 fixes the start of the first accounting period at the ERC date. Clause 1, Article 10 of Circular No. 99/2025/TT-BTC, which has governed the enterprise accounting regime since 1 January 2026, requires every economic and financial transaction to be supported by accounting documents. If documents from the setup phase are missing, the company starts its first year with gaps that are hard to close at year-end.
Clause 2, Article 29 of the Law on Enterprises also makes the enterprise code on the ERC the company’s tax code. From the ERC date, the company is a taxpayer with a filing calendar, whether or not it has revenue.
The 90-day plan: bookkeeping for a new company in Vietnam
The table below groups the tasks by the period in which they usually fall. Statutory deadlines are marked as such; the rest is our recommended order.
| Period | Task | Deadline or rule | Legal basis |
|---|---|---|---|
| Days 0–15 | Open the direct investment capital account and transfer cash capital into it | Cash contributions by the foreign investor must go through this account | Article 6 and Clause 4, Article 4, Circular No. 38/2026/TT-NHNN |
| Days 0–15 | Choose and document the accounting regime, chart of accounts and accounting software | The regime applies to financial years starting on or after 1 January 2026 | Clause 1, Article 31, Circular No. 99/2025/TT-BTC |
| Days 0–30 | Register to use e-invoices with the tax authority | Before the first e-invoice is issued | Clause 3, Article 4, Decree No. 254/2026/ND-CP |
| Days 0–30 | Register employees for social insurance | Within 30 days from the date each employee becomes subject to compulsory participation | Clause 1, Article 28, Law on Social Insurance No. 41/2024/QH15 |
| First month or quarter end | File the first VAT and PIT returns | Monthly: by the 20th of the next month. Quarterly: by the last day of the first month of the next quarter | Clauses 2 and 3, Article 10, Decree No. 252/2026/ND-CP |
| By day 90 | Complete the charter capital contribution | Within 90 days of the ERC date | Clause 2, Article 47; Clause 2, Article 75; Clause 1, Article 113, Law on Enterprises |
| Day 90 | Reconcile capital, bank, invoices and payroll; close the first quarter | No statutory deadline (professional view) | No specific rule |
One item is no longer on the list: the business licence fee. Clause 7, Article 10 of Resolution No. 198/2025/QH15 abolished it from 1 January 2026, so a new company has no licence fee declaration to file.
Days 0–30: capital, accounts and the accounting regime
The first decision that affects bookkeeping for a new company is where the money arrives. Article 6 of Circular No. 38/2026/TT-NHNN, in force since 18 August 2026, requires a foreign-invested company to open a direct investment capital account, and Clause 4, Article 4 requires cash contributions to be transferred through it. Money paid into a personal account or an ordinary current account is hard to treat as charter capital later and can complicate profit remittance.
At the same time, the company should fix its accounting framework. Circular No. 99/2025/TT-BTC replaced Circular No. 200/2014/TT-BTC for enterprise accounting from 1 January 2026. Clause 2, Article 3 of Circular 99 requires internal governance rules or equivalent documents that set out who initiates, approves and records transactions. For a new company with two or three staff, a short approval matrix and a list of who may sign payments is usually enough to start with.
Clause 1, Article 28 of Circular 99 sets requirements for accounting software. Before you buy a licence or accept the software your provider uses, check that it can produce the statutory books and financial statements in Vietnamese and that you can export the data if you change providers.
Days 15–45: e-invoices and the first tax calendar
A new company in Vietnam cannot issue paper sales invoices. Clause 3, Article 4 of Decree No. 254/2026/ND-CP, in force since 1 July 2026, requires an enterprise to register to use e-invoices before it uses them. In practice that means choosing an e-invoice provider, obtaining a digital signature and submitting the registration through the tax authority’s system before the first invoice is due. Getting this done early keeps bookkeeping for a new company simple, because every sale then has an e-invoice to match.
The filing frequency is the next question. Under Circular No. 89/2026/TT-BTC, a taxpayer that is just starting business may file VAT quarterly. A company whose revenue in its first year exceeds VND 50 billion, including a first year of less than 12 months, files monthly from the following calendar year. The general deadlines are set by Clauses 2 and 3, Article 10 of Decree No. 252/2026/ND-CP:
| Filing period | General deadline | Legal basis |
|---|---|---|
| Monthly return | By the 20th day of the following month | Clause 2, Article 10, Decree No. 252/2026/ND-CP |
| Quarterly return | By the last day of the first month of the following quarter | Clause 3, Article 10, Decree No. 252/2026/ND-CP |
| Annual CIT finalisation | By the last day of the third month after the end of the tax year | Point a, Clause 5, Article 10, Decree No. 252/2026/ND-CP |
No revenue does not mean no return. Article 11 of Decree 252 lists the limited cases in which a return is not required, and a company should check them tax by tax rather than skip a period. A new trading company that has paid rent and bought equipment but not yet sold anything still needs to record its input VAT and file the VAT return for the period.
Days 30–60: payroll, contracts and supporting documents
Most new companies hire their first employees in the second month. From that point, bookkeeping for a new company also covers payroll: employment contracts, salary sheets, social insurance contributions and personal income tax withholding.
Clause 1, Article 28 of the Law on Social Insurance requires the employer to submit the social insurance registration dossier within 30 days from the date the employee becomes subject to compulsory participation. Foreign employees follow separate rules on participation and exemptions, which we cover in our guide on social insurance for foreign employees.
For PIT, Clause 6, Article 11 of Decree 252 provides that an organisation paying income that has no tax withheld in a monthly or quarterly period does not need to file the PIT return for that period, subject to exceptions. Keep the salary sheets and the withholding calculation either way, because they support the annual PIT finalisation.
Supporting documents matter as much as the entries. In our experience, the items most often missing at year-end in a new company are the following:
- Signed lease agreements and deposit receipts for the office
- Contracts and invoices for setup services paid by the parent company before the ERC
- Approval of expenses paid personally by the general director and later reimbursed
- Bank advices for each capital transfer, matched to the investor and the amount
- Employment contracts and the first month’s timesheets
Days 60–90: capital deadline and the first close
The charter capital must be contributed in full within 90 days of the ERC date. The rule is in Clause 2, Article 47 of the Law on Enterprises for a multi-member limited liability company, Clause 2, Article 75 for a single-member limited liability company and Clause 1, Article 113 for a joint stock company. The 90 days exclude the time needed to transport or import contributed assets and to transfer their ownership.
Around day 90, we recommend a first close as part of bookkeeping for a new company, even though no statutory report is due yet. Reconcile the capital account statement with the capital recorded in the books, match every e-invoice issued and received to the ledger, check that the VAT return agrees with the invoice data and review the payroll and insurance figures. Problems found at this point are a few entries to fix; problems found in month 12 are a year of corrections.
Annual financial statements come later. Article 25 of Circular 99 generally requires them within 90 days after the end of the financial year, so a company licensed in October 2026 with a calendar year end will prepare its first statements for a short first year.
7 mistakes in bookkeeping for a new company
These are common mistakes to avoid in the first 90 days. They are drawn from professional practice, not from a statutory list.
| Mistake | Why it causes problems | What to do instead |
|---|---|---|
| Waiting for the first sale to start the books | The first accounting period starts on the ERC date | Record setup costs, capital and payroll from day one |
| Paying capital into an ordinary account | Cash contributions must go through the direct investment capital account | Open the capital account first and send capital only there |
| Issuing a sales invoice before registering e-invoices | Registration is required before use | Register with the tax authority as soon as the digital signature is ready |
| Skipping the VAT return because there is no revenue | No revenue is not by itself a reason to skip a return | File each period unless an Article 11 exception clearly applies |
| Mixing parent and local expenses without documents | Costs without supporting documents are hard to record and support | Keep contracts, invoices and approvals for each expense |
| Missing the 90-day capital deadline | Charter capital must be contributed within 90 days | Track the date from the ERC and plan bank due diligence early |
| Choosing software without checking statutory reports | Circular 99 sets requirements for accounting software | Confirm Vietnamese statutory books and data export before buying |
Who should handle bookkeeping for a new company?
A new company has three realistic options: hire an accountant from day one, ask the parent company’s finance team to keep the books remotely, or use an accounting service provider in Vietnam. Article 49 of the Law on Accounting allows a company either to assign people to do its accounting or to hire an accounting service. Whichever option you choose, the company remains responsible for its books and tax filings.
In our professional view, the deciding factor in the first 90 days is not volume, which is usually low, but the number of first-time registrations and deadlines. A team that already knows the capital account, e-invoice and filing steps saves the company most of the learning cost. If you are still choosing a provider, our guide on accounting services in Ho Chi Minh City for foreign-owned companies lists the questions to ask.
FAQ on bookkeeping for a new company in Vietnam
Is bookkeeping for a new company required if it has no revenue yet?
Yes. The first accounting period starts on the ERC date under Article 12 of the Law on Accounting, and setup costs, capital and payroll all need to be recorded with supporting documents.
Can a new company file VAT quarterly?
Generally yes. Circular No. 89/2026/TT-BTC allows a taxpayer that is just starting business to file VAT quarterly. If first-year revenue exceeds VND 50 billion, the company files monthly from the next calendar year.
Is the business licence fee still payable by a new company?
No. Clause 7, Article 10 of Resolution No. 198/2025/QH15 abolished the business licence fee from 1 January 2026.
Which accounting regime applies to a company licensed in 2026?
Circular No. 99/2025/TT-BTC applies to financial years starting on or after 1 January 2026 and replaces Circular No. 200/2014/TT-BTC for the enterprise accounting regime, subject to the exceptions in the Circular.
What happens if the charter capital is not contributed within 90 days?
The Law on Enterprises requires the company to register the actual amount contributed if the full capital is not paid on time. Confirm the procedure and timing with your adviser before the deadline passes.
How Pham Consult supports bookkeeping for a new company
Pham Consult provides outsourced bookkeeping services for companies in Vietnam. The service covers preparing and filing monthly tax reports (VAT, PIT and CIT), preparing quarterly and annual financial reports, the annual CIT finalisation, working with the tax authorities on the company’s behalf within the scope of the work, and advice on accounting, taxes, invoices and vouchers. Our tax agent team can also take over the registration and filing steps described above.
For a newly licensed foreign-owned company, we usually start with a 90-day plan built around your ERC date and capital schedule. Pham Consult works from offices in Ho Chi Minh City and Hanoi.
Get the 90-day checklist and book a scope call to set up the books from the ERC date.
Hotline: +84 909 660 105
