Vietnam’s Internal Work Rules — Mandatory Requirements, Content, and Registration Guide
Under Vietnam’s Labor Code 2019, every employer — regardless of size — is required to establish internal work rules (noi quy lao dong). For companies with 10 or more employees, these rules must be in written form and registered with the labor authority. Failure to comply can result in fines of up to VND 80 million.
Despite the clear legal mandate, many Japanese companies in Vietnam treat internal work rules as a formality — copying generic templates, omitting newly required content, or neglecting the registration process entirely. This article provides a practical, step-by-step guide to creating compliant internal work rules, covering mandatory content, the registration procedure, the connection to employee discipline, and the specific penalties for non-compliance.
Who Must Create Internal Work Rules?
Article 118 of the Labor Code 2019 (No. 45/2019/QH14) establishes a two-tier obligation:
| Number of Employees | Obligation | Written Form Required? | Registration Required? |
|---|---|---|---|
| 10 or more | Must create internal work rules | Yes (mandatory) | Yes (with DOLISA) |
| Fewer than 10 | Must create internal work rules | Not required | Not required |
Important for small employers: Even if you have fewer than 10 employees and are not required to submit written rules, you are not exempt from having rules in place. Furthermore, matters related to labor discipline and material liability must be explicitly included in each employee’s labor contract. Without these provisions, you have no legal basis to impose disciplinary actions.
Regarding language, Vietnamese is the legally required version. However, bilingual versions (Vietnamese-Japanese or Vietnamese-English) are permitted and recommended for Japanese companies. In case of any discrepancy, the Vietnamese text prevails.
Mandatory Content — 9 Required Categories
Article 118(2) of the Labor Code, supplemented by Article 69 of Decree 145/2020/ND-CP, specifies nine categories that must be included in internal work rules. The 2019 Labor Code added two new categories (marked below) that did not exist under the previous 2012 law.
| No. | Category | Key Points |
|---|---|---|
| 1 | Working hours and rest periods | Daily/weekly hours, shift schedules, break times, weekly rest days, annual leave procedures |
| 2 | Workplace order | Scope of activities within the workplace, rules on workplace conduct and compliance |
| 3 | Occupational safety and hygiene | Safety rules, PPE requirements, hygiene standards specific to your industry |
| 4 | Prevention of sexual harassment (NEW) | Definition of sexual harassment in the workplace, complaint procedures, handling process, disciplinary measures (Decree 145, Article 85) |
| 5 | Protection of assets, trade secrets, IP (NEW) | List of trade secrets and technical secrets, IP protection measures, handling of confidential information |
| 6 | Temporary transfer to different work | Cases and duration of temporary reassignment, treatment of salary during transfer |
| 7 | Disciplinary violations and forms of disciplinary action | Specific list of violations for each level of discipline (see disciplinary section below) |
| 8 | Material liability | Cases requiring compensation, valuation methods, compensation procedures |
| 9 | Persons authorized to impose disciplinary actions | Names or positions of individuals with authority to conduct disciplinary proceedings |
Sexual harassment prevention (No. 4) is not optional. Decree 145/2020, Article 85 requires employers to define sexual harassment behaviors applicable to the workplace, establish complaint and reporting channels, and specify the process for handling complaints. A generic one-line statement is insufficient. Many older templates created before 2021 lack this section entirely — if your rules were last updated before the 2019 Labor Code took effect on January 1, 2021, they almost certainly need revision.
Registration Procedure
For employers with 10 or more employees, registration with the provincial Department of Labor, Invalids and Social Affairs (DOLISA) is mandatory under Article 119 of the Labor Code. The process is as follows:
Step 1: Draft and Consult
Before issuing the work rules, the employer must seek the opinion of the employee representative organization at the workplace (typically the trade union). If no trade union exists, this step is still required — you must consult with the grassroots-level employee representative body or, in its absence, directly with employees. Document this consultation in writing.
Step 2: Issue and Submit
The employer issues (promulgates) the internal work rules and submits the registration dossier to DOLISA within 10 days of promulgation. The required documents are:
- Application form for registration of internal work rules
- Full text of the internal work rules
- Written opinion of the employee representative organization (or evidence of consultation if no organization exists)
Step 3: Authority Review
DOLISA reviews the submitted rules within 7 working days of receipt. If any content violates the law, the authority will send a written notification requesting amendments. If no notification is received within 7 working days, the rules are considered accepted.
Step 4: Effective Date
Under Article 121, the internal work rules take effect 15 days after DOLISA receives the registration dossier. After the rules become effective, the employer must notify all employees and post the rules in visible locations throughout the workplace.
Timeline summary: Draft and consult (allow 2-4 weeks) -> Promulgate -> Submit to DOLISA within 10 days -> DOLISA review within 7 working days -> Rules effective after 15 days from submission. Total minimum timeline from promulgation to effectiveness: approximately 15 days.
Connection to Disciplinary Actions
Internal work rules are not just a compliance document — they are the sole legal basis for imposing employee discipline. Under Article 127 of the Labor Code, an employer may not discipline an employee for a violation that is not listed in the registered internal work rules. This makes the specificity and completeness of your rules critically important.
Four Levels of Disciplinary Action (Article 124)
- Reprimand — verbal or written warning
- Deferral of salary increase — for a maximum of 6 months
- Demotion — reassignment to a lower position
- Dismissal — termination for serious violations (exhaustive grounds listed in Article 125)
Grounds for Dismissal (Article 125) — Exhaustive List
Dismissal may only be imposed in the following specific cases. The internal work rules must explicitly reference these and map them to specific workplace behaviors:
- Theft, embezzlement, gambling, intentional injury, or drug use in the workplace
- Disclosure of trade secrets, infringement of intellectual property rights
- Conduct causing serious material damage or threatening serious damage to the employer
- Sexual harassment in the workplace as defined in the internal work rules
- Repeat offense — committing a violation for which the employee is already under a disciplinary measure that has not yet expired
- Unauthorized absence for 5 cumulative days within 30 days, or 20 cumulative days within 365 days, without a legitimate reason
Best practice: For each level of discipline, list specific violations with examples relevant to your business. For instance, instead of writing “violation of company policy,” specify “using company email to send personal marketing materials” or “failing to wear required safety equipment in the production area.” The more specific your rules, the stronger your legal position in any future dispute.
Penalties for Non-Compliance
Decree 12/2022/ND-CP (Article 19) prescribes the following administrative penalties for violations related to internal work rules. Note that these amounts apply to organizations; penalties for individuals are half these amounts.
| Violation | Fine (VND, for organizations) |
|---|---|
| No written internal work rules (10+ employees) | 10,000,000 — 20,000,000 |
| Rules not registered with DOLISA | 10,000,000 — 20,000,000 |
| No consultation with employee representative organization | 10,000,000 — 20,000,000 |
| Rules not posted or employees not notified | 2,000,000 — 6,000,000 |
| Disciplining employees for violations not listed in rules | 40,000,000 — 80,000,000 |
The most severe penalty — VND 40 to 80 million — applies when an employer disciplines an employee for a violation not specified in the registered internal work rules. This underscores the importance of comprehensive, well-drafted rules that cover all foreseeable disciplinary scenarios.
Common Mistakes by Japanese Companies
Mistake 1: Using an outdated template. Many companies are still using internal work rules drafted under the 2012 Labor Code. These templates lack the two mandatory new categories — sexual harassment prevention and trade secret/IP protection — and do not reflect current legal requirements. Rules must be updated to comply with the 2019 Labor Code (effective January 1, 2021).
Mistake 2: Treating work rules as a Japanese-style “employment handbook.” In Japan, the employment rules (shugyo kisoku) often contain detailed salary tables, benefit programs, and company philosophy. Vietnamese internal work rules serve a different legal purpose — they are primarily the legal foundation for employee discipline. Including excessive non-required content can create unintended contractual obligations. Keep the document focused on the nine mandatory categories.
Mistake 3: Failing to register after amendments. When you revise your internal work rules — for example, to add new disciplinary categories or update working hours — the amended rules must be re-registered with DOLISA. Simply updating the document internally and posting it is not sufficient. Unregistered amendments have no legal effect.
Mistake 4: Vague disciplinary provisions. Writing “violation of company regulations” as a dismissal-level offense is legally insufficient. The internal work rules must list specific behaviors for each level of discipline. If a violation is not explicitly described in the rules, you cannot impose discipline for it — and attempting to do so triggers the highest penalty bracket (VND 40-80 million).
Mistake 5: Skipping the consultation step. Some companies draft work rules without consulting the trade union or employee representatives, then proceed directly to registration. DOLISA may reject the registration, and even if it passes, employees can later challenge disciplinary actions on the grounds that the rules were not properly consulted. Always document the consultation process.
Conclusion
Internal work rules are far more than a bureaucratic requirement in Vietnam — they are the legal backbone of employee management and discipline. Without properly drafted, consulted, and registered rules, employers cannot lawfully impose any form of disciplinary action, from a simple reprimand to dismissal.
Japanese companies operating in Vietnam should treat the internal work rules as a living document that requires periodic review and re-registration. At minimum, verify that your current rules include all nine mandatory content categories (especially the two added by the 2019 Labor Code), that they are registered with DOLISA, and that disciplinary violations are described with sufficient specificity to withstand legal scrutiny.
If your company has not updated its internal work rules since the 2019 Labor Code took effect, or if you are establishing a new entity in Vietnam, now is the time to draft compliant rules from the ground up.
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