In day-to-day operations, many businesses focus heavily on revenue, sales, and growth—while legal compliance is often addressed only when a problem arises. However, in practice, legal risks rarely appear suddenly. They usually accumulate quietly through contracts, labor management, licensing, tax compliance, and internal governance.
Periodic legal review is therefore not a luxury, but a necessary risk-management tool for any business operating in Vietnam, especially foreign-invested enterprises facing complex regulatory requirements.
This article outlines the key legal areas businesses should review regularly, and explains why engaging an ongoing legal consultancy service can help companies stay compliant, avoid disputes, and operate with confidence.
Vietnam’s legal framework is continuously evolving. New laws, decrees, and enforcement practices are introduced every year, directly affecting how businesses operate. At the same time, many legal risks do not trigger immediate penalties, which makes them easy to overlook.
Common consequences of failing to conduct periodic legal reviews include:
Administrative fines and back taxes following inspections
Invalid or unenforceable contracts
Labor disputes and unlawful termination claims
Operating outside licensed business scopes
Increased risk during audits, M&A, or investment rounds
Regular legal review allows businesses to identify and correct issues early, before they escalate into legal or financial liabilities.
One of the first areas businesses should review periodically is their corporate governance structure.
Key issues include:
Compliance with the Enterprise Registration Certificate (ERC) and Charter
Proper appointment and authority of legal representatives
Validity of internal resolutions, decisions, and authorizations
Compliance with shareholder or capital contribution obligations
Many companies operate for years without updating their corporate documents after changes in shareholders, capital, or management—creating serious risks during inspections or transactions.
A periodic legal review ensures that corporate governance documents accurately reflect the company’s actual operations and ownership structure.
Another critical area for regular review is business licensing.
Businesses should verify:
Whether their current activities fall within the licensed business lines
Whether conditional business sectors require additional sub-licenses
Whether changes in operations trigger new licensing requirements
Compliance with industry-specific regulations
Operating beyond the licensed scope—even unintentionally—may result in fines, forced suspension, or license revocation. This risk is particularly common among growing companies that expand services without updating legal approvals.
Contracts form the legal backbone of business operations, yet many companies continue using outdated or poorly drafted templates.
A periodic contract review should cover:
Sales, service, and distribution agreements
Supplier and outsourcing contracts
Lease agreements and commercial arrangements
Confidentiality, non-compete, and IP clauses
Key risks often include unclear payment terms, weak liability provisions, invalid governing law clauses, or bilingual inconsistencies. These issues may only surface when disputes arise—often too late to fix.
Regular legal review helps ensure contracts are enforceable, balanced, and aligned with current law and business practices.
Labor law is one of the most common sources of disputes and penalties in Vietnam. Periodic legal review in this area is essential.
Businesses should review:
Employment contracts and contract types
Internal labor regulations and company policies
Salary structures, overtime, and bonus schemes
Termination and disciplinary procedures
Social insurance, health insurance, and unemployment insurance compliance
Many companies unintentionally violate labor regulations due to outdated templates or informal HR practices. These issues often come to light during labor inspections or employee complaints.
A proactive legal review helps prevent disputes and ensures fair, lawful treatment of employees.
While accounting teams handle tax filings, legal review plays a complementary role in identifying compliance risks.
From a legal standpoint, businesses should assess:
Contractual structures that may trigger tax exposure
Compliance with payment methods and documentation requirements
Related-party transactions and transfer pricing risks
Legal implications of tax incentives or exemptions
Legal and tax compliance are closely linked. A periodic legal review helps businesses identify risks that accounting reviews alone may not detect.
With increasing enforcement of data protection regulations in Vietnam, businesses must review how they collect, store, and use personal data.
Key review points include:
Employee and customer data handling practices
Internal data protection policies
Consent mechanisms and privacy notices
Cross-border data transfer compliance
Failure to comply with data protection rules can lead to fines, business disruption, and reputational damage—especially for companies handling customer or employee data at scale.
Many businesses overlook recurring legal reporting obligations, such as:
Investment activity reports for foreign-invested companies
Changes in enterprise information
Industry-specific compliance reports
Notifications to authorities following internal changes
Missing or inaccurate reports may not cause immediate issues but can lead to penalties during inspections or audits.
A periodic legal review ensures that all statutory obligations are identified and fulfilled on time.
Many businesses only seek legal advice when facing a dispute or inspection. By that time, options are often limited.
An ongoing legal consultancy service offers a different approach:
Continuous legal oversight instead of reactive support
Early identification of compliance risks
Familiarity with the company’s operations and industry
Predictable legal costs through monthly or annual retainers
This model is especially suitable for businesses that do not require a full-time in-house lawyer but still need regular, reliable legal guidance.
DEDICA provides ongoing legal consultancy services tailored to the practical needs of businesses operating in Vietnam, including foreign-invested enterprises.
Our services typically include:
Periodic legal compliance reviews
Legal risk assessments across key operational areas
Contract review and ongoing legal advice
Labor and corporate compliance support
Legal updates relevant to your business sector
DEDICA’s approach is practical, business-oriented, and proactive—focused on helping clients prevent legal risks rather than merely responding to them.
Periodic legal review is a vital part of responsible business management. By regularly assessing corporate governance, licensing, contracts, labor compliance, tax-related legal risks, and data protection, businesses can significantly reduce exposure to disputes and penalties.
For companies seeking a structured and cost-effective solution, ongoing legal consultancy provides continuous protection and strategic legal support aligned with business growth.
📞 Hotline: (+84) 39 969 0012 (Available via WhatsApp, WeChat, Zalo)
🕒 Working Hours: Monday – Friday (8:30 – 18:00)
Contact us today for a free initial consultation with our experienced lawyers!
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