Retention periods for enterprise records and documents.

1. No single instrument sets retention periods for corporate records

Enterprises often ask how many years they must keep records before destroying them. No single law answers this, because Vietnam has no dedicated statute on retention periods for business records. The obligations are spread across several fields, each with its own logic.

Enterprises therefore tend to make one of two mistakes. The first is destroying documents early, based on one field's period, when another field requires them to be kept longer. The second is keeping everything forever, which costs money and increases risk in inspections, because documents from many years back are always available for cross-checking.

This article sets out retention obligations by type of document, explains how retention periods relate to inspection limitation periods, and clarifies when an electronic copy can replace a paper original.

2. Retention obligations are spread across six groups of rules

Six groups of rules set enterprises' retention obligations:

2.1. The Law on Archives 2024 sets no mandatory periods for private enterprises

The Law on Archives 2024 distinguishes state archives from private archives. Documents of non-state organisations are private archives, and their owners decide for themselves whether to apply the Law, except for documents of special value.

In other words, the Law on Archives 2024 does not impose mandatory retention periods on private enterprises. State enterprises must follow it.

So a private enterprise will not find its retention periods in the Law on Archives. The place to look is accounting law.

2.2. The Law on Enterprises lists the documents but refers the periods elsewhere

An enterprise must keep the following documents under the Law on Enterprises:

1. The company charter; internal management regulations; the register of members or the register of shareholders;
2. Protection titles for industrial property rights; certificates of registration of product and goods quality; other licences and certificates;
3. Documents and papers evidencing the company's ownership of assets;
4. Voting slips, vote counting minutes, minutes of meetings of the Members' Council, of the General Meeting of Shareholders and of the Board of Management; the enterprise's resolutions and decisions;
5. The prospectus for the offering or listing of securities;
6. Reports of the Supervisory Board, conclusions of inspection authorities, conclusions of audit organisations;
7. Accounting books, accounting vouchers and annual financial statements;
8. The list of beneficial owners of the enterprise, added from 1 July 2025.

The enterprise keeps the documents at its head office or another place stated in its charter, and the retention period is as provided by law.

This is a cross-reference. The Law on Enterprises says which documents to keep and where, but leaves the period to sector-specific laws.

3. Accounting law is the main source of retention periods

Accounting law is the main source of retention periods. The Law on Accounting sets three levels, detailed in Decree No. 174/2016/ND-CP.

3.1. Accounting documents must be archived within 12 months

Accounting documents must be archived within 12 months after the end of the annual accounting period or the completion of the accounting work.

3.2. Documents not used directly in the books are kept for at least 5 years

This level covers:

• Accounting vouchers not used directly for recording in the accounting books and preparing the financial statements, such as receipt vouchers, payment vouchers, goods received notes and goods delivery notes that are not kept in the accounting file of the accounting department;
• Accounting documents used for the management and administration of the accounting unit, not used directly for recording in the books and preparing the financial statements.

If another law sets a period longer than 5 years, the enterprise follows that law.

3.3. Most corporate records must be kept for at least 10 years

This level covers seven groups of documents:

1. Accounting vouchers used directly for recording in the books and preparing the financial statements; accounting books; financial statements;
2. Accounting documents relating to the liquidation and transfer of fixed assets; reports on the inventory and valuation of assets;
3. Accounting documents of the project owner, comprising the documents of the annual accounting periods and the final settlement reports for completed projects in groups B and C;
4. Accounting documents relating to establishment, division, separation, consolidation, merger, conversion of the form of ownership, conversion of the type of enterprise, dissolution, bankruptcy, cessation of operation and completion of a project;
5. Documents relating to inspection, examination and supervision by state authorities, or the files of an independent audit organisation;
6. Other documents not falling within the 05 year level or the permanent level;
7. Where another law prescribes a period of more than 10 years, that law applies.

The sixth group matters because it is a catch-all: every accounting document not in the 5-year or permanent group falls into the 10-year group. In practice, most of an enterprise's records fall here.

3.4. Permanent retention applies only to documents of historical value

Permanent retention applies to accounting documents of historical value or of major economic, security or defence importance. Ordinary businesses rarely have such documents.

3.5. Contracts are subject to the accounting retention regime

One point is easily missed: all contracts are classified as accounting documents that must be kept, along with management accounting reports, project settlement files, asset inventory reports, inspection documents, destruction records, decisions on additional capital and documents on dissolution, consolidation and conversion.

This is the legal basis for treating commercial contracts as subject to accounting retention rules, usually at the 10-year level.

4. The tax recovery period determines retention in practice

4.1. Tax legislation prescribes no separate period

Tax administration law sets no separate retention period for tax records; it requires compliance with accounting rules and the rules on invoices and vouchers. So the retention period for tax records comes from accounting law.

4.2. Limitation periods are what determine the position in practice

The question that matters in practice is not how long the law says to keep records, but how many years back the tax authority can look.

The key point is the third row. Once the sanction period has expired, the enterprise cannot be fined, but it must still pay the underpaid tax and late payment interest for up to 10 years back.

In practice, if an enterprise destroys its records after 5 years and the tax authority later reviews a year 8 years back, the enterprise has no vouchers to prove its declared figures were correct. The burden of proof is on the enterprise, but it has nothing left to show.

This is the main practical reason to use 10 years as the standard for all tax-related records, which matches the 10-year accounting level.

5. Some labour records must be kept until the employee retires

The two periods in Decree No. 39/2016/ND-CP stand out: they are much longer than the usual 10 years and are tied to an event rather than a fixed number of years. "Until the employee retires" can mean three or four decades if the accident involves a young employee.

Payrolls, salary payment vouchers and social insurance contribution vouchers are accounting vouchers used directly in the books, so they must be kept for at least 10 years. Individual personnel files should be kept at least until employment ends plus the limitation period for labour disputes.

6. Electronic invoices must remain readable and printable throughout the period

From 1 July 2026, Decree No. 254/2026/ND-CP governs how invoices and vouchers are preserved and stored. It replaces Decree No. 123/2020/ND-CP and Decree No. 70/2025/ND-CP.

An enterprise must meet two requirements:

• Storage quality: the invoices must be kept safe, confidential, intact and complete, without alteration, for the whole retention period, which follows accounting law.
• Retrievability: electronic invoices are kept as data messages; the enterprise may choose a suitable storage medium, provided the invoices can be printed or retrieved on request.

The second requirement is the easiest to breach and the least anticipated. It is not enough to keep the files; the enterprise must be able to open and print them throughout the 10 years. Three risks are common:

1. Changing e-invoice provider without recovering all the data, so earlier years' invoices can no longer be retrieved;
2. XML files that cannot be opened years later because the reader software is gone;
3. An expired digital certificate, which affects verification of older invoices.

To manage these risks, require the provider by contract to hand over all XML data, with a readable display version, when the service ends, and check regularly that earlier years' invoices still open.

7. Electronic records can replace paper if they meet three requirements

Vietnamese law allows electronic records to replace paper originals. The Law on Electronic Transactions 2023 sets three principles:

• Information is not denied legal effect just because it is in a data message.
• A data message is valid as an original if three conditions are met: its integrity has been assured since it was first created as a complete data message; it has not been altered, apart from changes of form in sending, storage and display; and it can be accessed and used in full.
• Conversion between paper and electronic form must meet set conditions.

When converting paper to electronic form, the enterprise must keep the information identical to the paper original, accessible and usable, and add a mark confirming the conversion and who did it. Licences and certificates require a digital signature.

When converting electronic to paper form, the enterprise must keep the information intact, include details identifying the information system and its administrator, and add a mark confirming the conversion and who did it.

Valid electronic retention rests on three requirements: integrity, accessibility and traceable origin. An enterprise that digitises records in order to destroy the paper must meet all three; scanning documents to PDF is not enough.

8. The beneficial owner list and the registers of members and shareholders need long-term retention

The Law on Enterprises now includes the list of beneficial owners among the documents an enterprise must keep, together with the duty to collect, update, keep and provide it to the authorities on request.

The business registration authority keeps beneficial ownership information for at least 5 years after the enterprise is dissolved or goes bankrupt. Note that this is the authority's obligation, not a retention period for the enterprise.

The Law on Enterprises requires the enterprise to keep the list of beneficial owners but sets no number of years. Until there is specific guidance, the sensible approach is to apply the general standard for business records: at least 10 years under accounting law.

The registers of members and shareholders are among the documents an enterprise must keep and are kept at the head office for the period set by the relevant laws. Because they establish ownership and may be needed to settle disputes long after the event, keep them long-term rather than destroying them after 10 years.

9. Retention periods by type of document

10. The retention obligation does not end with the enterprise

Accounting documents on dissolution, bankruptcy, division, separation, consolidation, merger, conversion of ownership and conversion of company type must be kept for at least 10 years under Decree No. 174/2016/ND-CP.

This obligation does not end when the enterprise does. In reorganisations, the contract or reorganisation plan should state who will receive and keep the records, so that years later it is clear who holds them when an authority asks.

11. Retention breaches are sanctioned under each sector's rules

Breaches of retention rules are sanctioned under different laws depending on the type of document:

• Accounting: Decree No. 41/2018/ND-CP, as amended by Decree No. 132/2026/ND-CP, for failing to keep accounting documents, keeping them incompletely, letting them be damaged or lost, or destroying them before the period ends.
• Enterprise registration: Decree No. 122/2021/ND-CP, as amended, for failing to keep the documents required by the Law on Enterprises, including the list of beneficial owners.
• Tax and invoices: Decree No. 125/2020/ND-CP and its amending decrees.
• Labour and social insurance: Decree No. 283/2026/ND-CP, in force from 10 September 2026, replacing Decree No. 12/2022/ND-CP.

Beyond the fine, the more serious consequence is usually having no documents to prove the enterprise's position in an inspection, which leads to tax being imposed or expenses being disallowed.

12. What enterprises should do

1. Use 10 years as the general standard for accounting records, tax records and contracts. It matches accounting law and the 10-year tax recovery period.
2. List the exceptions that must be kept longer or long-term: occupational accident files, the charter, the registers of members and shareholders, the list of beneficial owners, and documents on reorganisations.
3. Check at least once a year that electronic invoices can still be read, and require data handover in the contract with the service provider.
4. If you digitise records to destroy the paper originals, make sure all three conditions (integrity, accessibility and traceability) are met, add the conversion mark and, where required, a digital signature.
5. Record every destruction of expired documents and keep that record, because the destruction record is itself an accounting document that must be kept.
6. Name the party that will keep the records in every reorganisation, in the contract or reorganisation plan.
7. Do not destroy records during a dispute, inspection or examination, even if the legal retention period has expired.