Legal Matters Enterprises Should Review Before Lunar New Year 2027

This English version is translated from the Vietnamese original. In case of any discrepancy, the Vietnamese version prevails.

Enterprise legal compliance review before Tet should not be treated as optional work — it is a prerequisite for enterprises to begin the new year without facing accumulated file violations, late report submissions, or tax obligation breaches. With the Tet holiday period (Lunar New Year 2027) expected to begin in late January 2027, enterprises have only approximately 10 working weeks from early November 2026 to arrange all critical legal matters. The article below lists specific timeframes so that business owners, chief accountants, and investors can print it out as an internal reminder schedule.

Why conduct legal compliance review before Tet — not after Tet?

Many enterprises have the habit of "postponing resolution until next year." However, certain legal obligations have firm deadlines in January or early February of the calendar year — which falls exactly during the Tet holiday period or immediately after returning to work. If not prepared in advance, enterprises will submit late, face penalties, or worse, lose existing benefits (such as APA, operating licenses). Below is a checklist organized by timeframe from now until before Tet.

Milestone before 20/11/2026 — Verify October 2026 tax declaration obligations

According to the Tax Management Law 2019 (No. 38/2019/QH14), Article 44 – Deadline for submitting tax declaration files:

"No later than the 20th day of the month following the month in which the tax obligation arises, in the case of monthly declaration and payment."

This means: VAT and personal income tax declaration files for October 2026 must be submitted no later than 20/11/2026. Enterprises need to verify that the accounting department has completed the filing and check whether the tax authority's electronic information portal is functioning — as Article 44, Clause 7 of the same Law clearly provides:

"In the case where a taxpayer submits a tax declaration through electronic transaction on the last day of the deadline for submitting a tax declaration file, but the tax authority's electronic information portal encounters technical difficulties, the taxpayer may submit the tax declaration file and electronic tax payment documents on the next working day after the tax authority's electronic information portal resumes operations."

This regulation protects taxpayers, but applies only when the technical difficulty is on the tax authority's side — not when the error stems from the enterprise's internal system. Therefore, it is unwise to wait until the final day.

Milestone before 31/12/2026 — Review APA files if the enterprise is implementing APA

Enterprises with related-party transactions participating in the Advance Pricing Agreement (APA) mechanism must pay special attention before the end of the financial year. According to Circular 45/2021/TT-BTC – Guidance on the Advance Pricing Agreement mechanism for transfer pricing, Article 9 – Rights, obligations and responsibilities of taxpayers, Clause 2 establishes a series of mandatory obligations during the entire APA implementation period:

"The taxpayer is responsible for providing complete, timely, truthful, and accurate information and data to the tax authority during the consultation process (if any), submission of formal files, review, negotiation, execution, implementation of the APA, as well as during the process of addressing requests for APA extension or amendment… The taxpayer bears legal responsibility for the truthfulness and accuracy of such information."

Additionally, point d of Clause 2 of the same Article 9 requires:

"The taxpayer is responsible for preparing and submitting annual APA reports for each tax year and special reports (if any) during the validity period of the executed APA."

The APA compliance checklist before Tet includes:

• Review the price level or profit margin committed in the APA — verify whether there is deviation from actual business results in 2026.
• Prepare data for the 2026 annual APA report (to be submitted after the financial year closes).
• Maintain complete documentation and supporting evidence — point b of Clause 2, Article 9 of Circular 45/2021/TT-BTC establishes the obligation to retain files and provide them to the tax authority upon request.
• If double taxation or unfavorable income adjustment arises from the counterpart tax authority (in the case of unilateral APA), consider the right to request APA amendment or cancellation under point c of Clause 1, Article 9 of Circular 45/2021/TT-BTC.

Practical example: An FDI manufacturing company producing electronic components executes a unilateral APA with a committed gross profit margin at a certain level. At the end of 2026, due to fluctuations in raw material prices, the actual profit margin is significantly lower than the commitment. If the enterprise fails to review and adjust taxable income appropriately — in accordance with the obligation at point c, Clause 2, Article 9 — it will face the risk of tax administrative violations during final settlement.

Milestone before 31/12/2026 — Check for operating licenses approaching expiration

Enterprises operating in sectors requiring sub-licenses (education, healthcare, labor, food safety, etc.) must verify whether any licenses expire in Q1 2027. License renewal usually must be completed before the license expiration date.

Taking a specific example from the labor contracting sector: according to Decree 23/2021/NĐ-CP, Article 19 – License renewal, Clause 1 point d requires:

"The application for license renewal shall be submitted to the Department of Labor – War Veterans and Social Affairs at least 20 working days before the license expiration date."

And according to Clause 3 point c of the same Article 19:

"Within 05 working days from the receipt of a complete application file as prescribed, the competent state agency shall review and renew the license for the enterprise; if the license is not renewed, a written response shall be provided to the enterprise stating the reasons."

The "20 working days before expiration" principle applies specifically to labor contracting licenses; other sector-specific licenses may have different application submission timelines under their respective regulations. However, the general practical rule is: if a license expires in January or February 2027, the renewal application must be submitted before the Tet holiday — not until after returning to work, as government agencies are also closed during Tet.

Milestone before 20/01/2027 — Declare taxes for December 2026 and prepare for annual settlement

The December 2026 tax declaration file (for enterprises filing monthly) must be submitted no later than 20/01/2027 — which falls right before or during the Tet holiday depending on the exact calendar. Article 44, Clause 1, Point a of the Tax Management Law 2019 (No. 38/2019/QH14, as amended by Law No. 56/2024/QH15) sets the deadline as the 20th day of the following month. This is an unmissable deadline.

Simultaneously, enterprises should begin collecting data to prepare for the 2026 annual tax settlement, with the following deadlines (per Article 44, Clause 2 of the Tax Management Law 2019):

• Corporate income tax settlement for 2026: no later than the last day of March 2027 (i.e., 31/03/2027).
• Personal income tax settlement for individuals conducting direct settlement: no later than the last day of April 2027 (i.e., 30/04/2027).

Early preparation before Tet prevents accounting pressure during February–March 2027.

Enterprise legal compliance matters to review before Tet: Internal legal documents and contracts

Beyond tax obligations, enterprises should dedicate time before Tet to review several important internal legal items:

• Articles of Association and ownership structure: Verify whether any changes in shareholders, members making capital contributions, or legal representatives during 2026 have not been registered with the business registration authority.
• Employment contracts approaching expiration: Review the list of fixed-term employment contracts ending in Q1 2027 to proactively extend or terminate them in compliance with the law.
• Commercial contracts and penalty clauses: Check contracts for goods/services supply for acceptance or payment terms before Tet — avoid disputes arising from delays during the holiday period.
• Social insurance and health insurance: Ensure that social insurance, health insurance, and occupational accident insurance have been fully paid for employees through December 2026 before staff takes Tet leave.

Note on transparency and disclosure in tax compliance

Law No. 56/2024/QH15 (amending the Tax Management Law) has added an important principle in Clause 1 of Article 6, whereby the tax authority must "ensure disclosure, transparency, equality, and protection of taxpayers' legitimate rights and interests." This means: taxpayers have the right to demand transparency in file handling, and tax officials bear responsibility within the scope of files, documents, and information provided. Therefore, enterprises must ensure that documentation supplied to the tax authority is always complete and accurate — this is both a legal obligation and a tool to protect the enterprise's own rights and interests.

Comprehensive checklist by timeframe

Timeframe	Action Required	Legal Basis
Before 20/11/2026	Submit October 2026 tax declaration file	Article 44, Clause 1 of the Tax Management Law 2019 (38/2019/QH14)
Before 31/12/2026	Review APA: data, income adjustment, file retention	Article 9, Clause 2 of Circular 45/2021/TT-BTC
Before 31/12/2026	Submit application for renewal of licenses expiring in Q1/2027	Article 19 of Decree 23/2021/NĐ-CP (example for labor contracting)
Before 31/12/2026	Review Articles of Association, employment contracts, social insurance	General principles of enterprise legal compliance
Before 20/01/2027	Submit December 2026 tax declaration file	Article 44, Clause 1 of the Tax Management Law 2019 (38/2019/QH14)
Before 31/03/2027	Corporate income tax settlement for 2026	Article 44, Clause 2, Point a of the Tax Management Law 2019 (38/2019/QH14)
Before 30/04/2027	Personal income tax settlement (individuals conducting direct settlement)	Article 44, Clause 2, Point b of the Tax Management Law 2019 (38/2019/QH14)

A&D Law Firm supports enterprises in year-end legal compliance review

If your enterprise lacks the time or resources to handle the entire checklist above before Tet, A&D Law Firm — business legal consulting firm in Vietnam — provides periodic legal compliance review services, including verification of tax obligations, APA files, operating licenses, and employment contracts. Contact us for specific advice and to develop a compliance roadmap appropriate to your enterprise's scale and industry.

This article is for general legal information reference purposes only and does not substitute for specialized legal advice tailored to specific circumstances. Please contact a lawyer or legal expert at A&D Law Firm for advice appropriate to your enterprise's actual situation.