Update on new regulations in February 2026

Our Newsletter #43 would lead you on the following:

LEGAL UPDATE

I. Payment of compulsory social insurance and unemployment insurance

On 16 October 2025, the Government issued Decree No. 274/2025/ND-CP detailing a number of provisions of the Law on Social Insurance regarding late payment and evasion of compulsory social insurance and unemployment insurance contributions, as well as complaints and denunciations related to social insurance (“Decree 274”). Decree 274 takes effect from 30 November 2025 and contains several notable provisions regarding the payment of compulsory social insurance and unemployment insurance as follows:

1. Notes on late payment and evasion of compulsory social insurance and unemployment insurance contributions

In cases where an employer (“Employer”) delays or evades payment of compulsory social insurance (“CSI”) and/or unemployment insurance (“UI”) contributions, the Director of the social insurance agency directly managing the participating entity shall, on a monthly basis, review and identify employers who are late in payment or evading payment. Within the first 10 days of each month, the social insurance agency must issue a written notice requesting the Employer to fulfill its obligation to pay CSI and UI contributions. Such written notice shall include the following key contents:

1. The legal grounds relating to late payment or evasion of CSI and UI contributions, and regulations on complaints and denunciations regarding social insurance;
2. The outstanding amount due to late payment or evasion: detailed breakdown of each unpaid or evaded contribution;
3. The number of days of late payment or evasion: detailed calculation for each unpaid or evaded contribution based on the number of delayed days;
4. The additional amount payable at the rate of 0.03% per day calculated on the outstanding amount and the number of delayed days;
5. Relevant legal provisions on handling measures applicable to acts of late payment or evasion;
6. The timeframe for converting an act of late payment into an act of evasion and the corresponding handling measures for evasion;
7. A request for the Employer to report the reasons for the late payment (in cases of force majeure events that are objective, unforeseeable, and unavoidable despite all necessary and reasonable measures having been taken, supporting documents must be submitted before the 25th day of the month in which the reminder notice is issued).

2. Cases not considered as evasion of CSI and UI contributions

An Employer shall not be deemed to have evaded the payment of CSI and UI contributions if the delay arises from one of the following reasons, as officially announced by competent authorities in relation to natural disaster prevention and control, states of emergency, civil defense, or epidemic prevention and control:

1. Storms, floods, inundation, earthquakes, major fires, prolonged droughts, and other natural disasters that directly and seriously affect production and business operations;
2. Dangerous epidemics declared by competent state authorities, which seriously affect production and business operations and the financial capacity of agencies, organizations, or Employers;
3. A state of emergency declared in accordance with law, causing sudden and unexpected impacts on the operations of agencies, organizations, or Employers;
4. Other force majeure events as prescribed under civil law.

3. Notes on complaints related to social insurance

Except for complaints concerning decisions or acts related to the enjoyment of social insurance benefits or the calculation of working time in the state sector for social insurance purposes prior to 01 January 1995, the authority to resolve complaints against decisions or acts on social insurance issued by social insurance agencies is prescribed as follows:

1. The head of a social insurance agency shall have the authority to settle first-time complaints against his/her own decisions or acts, or those of persons under his/her direct management;
2. The head of the immediate superior social insurance agency shall have the authority to settle second-time complaints against decisions or acts on social insurance that have already been resolved at the first level by the head of a subordinate social insurance agency but remain subject to complaint, or where the time limit for first-time complaint settlement has expired without resolution;
3. In case the complainant disagrees with the complaint settlement decision issued by the entities specified in items (i) and (ii) above, he/she shall have the right to initiate a lawsuit before the Court in accordance with law.

II. Opening and use of foreign currency accounts overseas

On 31 October 2025, the State Bank of Vietnam issued Circular No. 39/2025/TT-NHNN regulating the opening and use of foreign currency accounts overseas by resident organizations (“Circular 39”), effective from 15 December 2025. Circular 39 sets out important provisions regarding the opening and use of foreign currency accounts overseas by resident economic organizations, as follows:

1. Cases of opening and using foreign currency accounts overseas by resident economic organizations

Pursuant to Article 3 of Circular 39, after being granted a license by the State Bank of Vietnam for the opening and use of a foreign currency account overseas (the “License”), an economic organization may open and use such foreign currency account overseas in accordance with the License, any decision amending or supplementing the License (if any), the provisions of Circular 39, and the laws of the host country where the account is opened, in the following cases:

1. An economic organization opens and uses a foreign currency account overseas to satisfy licensing conditions for the establishment and operation of its branch or representative office in accordance with the laws of the host country.
2. An economic organization opens and uses a foreign currency account overseas to serve the operations of its overseas branch or representative office.
3. An economic organization being an enterprise, cooperative, or cooperative union (the “Borrower”) opens and uses a foreign currency account overseas to implement a foreign loan in accordance with an agreement with a foreign lender. The Borrower may use 01 foreign currency account overseas for one or multiple foreign loans.
4. An economic organization being an enterprise subject to specially significant investment under a Government program, or an enterprise investing under a public-private partnership (PPP) model, opens and uses a foreign currency account overseas to implement commitments, agreements, or contracts with foreign parties.
5. An economic organization opens and uses a foreign currency account overseas to implement commitments, agreements, or contracts with foreign parties, including overseas construction contracts, ship purchase and sale contracts with foreign parties, and other commitments, agreements, or contracts with foreign parties, excluding the opening and use of foreign currency accounts overseas for the implementation of foreign loans at the request of foreign lenders.

2. Term of use of foreign currency accounts overseas

Pursuant to Article 5 of Circular 39, the term of use of a foreign currency account overseas by an economic organization is determined on a case-by-case basis as follows:

1. For the establishment and operation of a branch or representative office under the laws of the host country, the term of the License shall be considered based on the duration stated in the document issued by the competent authority of the host country to the economic organization.
   • In cases where the foreign competent authority does not issue a temporary establishment and operation license, the term of the License shall be 01 year from the date of issuance.
2. For the operation of an overseas branch or representative office, the term of the License shall be considered based on the validity period of the document issued by the competent foreign authority permitting the economic organization to operate.
   • If such foreign authority’s document does not specify a validity period, the term of the License shall not exceed 03 years from the date of issuance.
3. For the implementation of a foreign loan, the term of the License shall be determined based on the time by which the Borrower completes its repayment obligations under the foreign loan agreement (including any amendment to the foreign loan agreement) and the written confirmation of registration or registration of changes to the foreign loan (if any).
4. For the cases specified in items (iv) and (v) of Item II.1 above, the term of the License shall be determined based on the duration for implementing the relevant commitments or agreements, or the validity period of the contract with the foreign party.

III. Payment of wages in domestic for foreign employees

On November 19, 2025, the Ministry of Home Affairs issued Official Letter No. 10861/BNV-CVL providing guidance on difficulties and issues related to the payment of wages in domestic for foreign employees who are transferred within the company (“Official Letter 10861”), which includes the following points:

1. Regarding labor relations, labor contracts, wages, and social insurance

According to labor and social insurance laws, the following factors are defined:

1. Labor relations are social relationships arising from the hiring, use of labor, and wage payment between employees, employers, their representative organizations, and competent state agencies. Labor relations include both individual labor relations and collective labor relations;
2. Labor contracts are agreements between employees and employers regarding paid work, wages, working conditions, and the rights and obligations of each party in the labor relationship. If the two parties agree under a different name but the content reflects paid work, wages, and the management, operation, and supervision by one party, it is still considered a labor contract;
   • In addition, the essential contents of the employment contract are the wage level according to the job or position, the form of wage payment, wage payment deadlines, wage supplements, and other additional benefits.
3. Wages are the amounts paid by the employer to the employee in accordance with the agreement to perform the work, including wages according to the job or position, wage supplements, and other additional benefits.

In addition, foreign employees in Vietnam are subject to mandatory social insurance if they work under a fixed-term labor contract lasting at least 12 months with an employer in Vietnam, except for cases of “internal transfer within the company under the law on foreign employees in Vietnam”.

Based on the above content and the provisions in Article 2.1 and 22.4 of Decree 219/2025/ND-CP regarding foreign employees working under labor contracts and the requirement to obtain a work permit, the Ministry of Home Affairs has commented as follows: “In the case of foreign employees receiving wages in Vietnam, before the expected start date, the employer must apply for a work permit for the foreign employee and sign a labor contract in accordance with Vietnamese labor laws and ensure participation in social insurance under Vietnamese social insurance laws”.

2. Regarding the “internal transfer within the company” work arrangement

1. Foreign employees not subject to the work permit requirement include “those transferred internally within companies”: Temporary transfers within foreign companies that have established commercial presence in Vietnam in the 11 service sectors covered by Vietnam’s WTO service commitments and have been employed by the foreign company for at least 12 continuous months;
2. In the case of foreign employees working under the “internal transfer within the company” arrangement, the employer must apply for a confirmation letter stating that a work permit is not required, along with supporting documents, including: “documents proving that the employee is a manager, executive director, expert, or skilled labor, accompanied by a letter from the foreign employer confirming the employee’s transfer to work temporarily at the commercial presence in Vietnam and verifying that the employee was employed by the foreign employer for at least 12 continuous months immediately prior to coming to Vietnam.”

The Ministry of Home Affairs emphasizes that the case of foreign employees receiving wages (requiring a work permit application) and foreign employees transferring within the company (requiring a confirmation letter that a work permit is not required) are two distinct cases under the provisions of the Labor Code 2019 and relevant guidance on foreign employees in Vietnam.

Thus, to determine the labor relations and social insurance obligations for foreign employees, it is necessary to distinguish between two cases: (i) foreign employees working in Vietnam under a work permit, and (ii) foreign employees working under a confirmation letter that a work permit is not required. From there, the company can determine its obligations regarding wages and social insurance for foreign employees.

The above is not official advice from BLawyers Vietnam. If you have any questions or suggestions about the above, please contact us at info@blawyersvn.com. We would love to hear from you.

Date: 26 February 2026

Writer: BLawyers Vietnam

Legal News and Update Team

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Newsletter #43 (EN version)

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