Every FDI company in Vietnam with ten or more employees must register written internal labor regulations (nội quy lao động) with the provincial Department of Labor, Invalids and Social Affairs—yet this remains one of the most overlooked compliance requirements among foreign-invested enterprises. The consequence is severe: without registered ILR, employers cannot legally impose any disciplinary measure beyond a verbal reprimand. Dismissals carried out without registered ILR are routinely invalidated by labor courts, resulting in mandatory reinstatement plus full back-pay. Labor Code 2019 Articles 118–122 establish six mandatory components that the document must contain, a 10-working-day registration timeline, and strict procedural requirements for disciplinary actions taken under the ILR framework.
What Are Internal Labor Regulations?
Internal labor regulations are the legally mandated workplace rules document that governs employer-employee conduct, disciplinary procedures, and operational standards within a specific enterprise. Under Article 118 of Labor Code 2019, any employer with ten or more employees must issue written ILR and register them with DOLISA.
The threshold counts all employees on formal labor contracts—full-time, part-time, fixed-term, and indefinite-term workers. Independent contractors are excluded. For FDI companies, this means virtually every operating entity triggers the requirement, since most foreign-invested enterprises exceed ten employees within their first year of operation.
The critical point that many FDI employers miss: ILR are not optional internal policies. They carry legal force once registered with DOLISA and serve as the mandatory legal basis for all workplace disciplinary actions. Without them, an employer’s ability to manage workforce conduct beyond verbal reprimand effectively ceases.
For employment contract requirements that complement ILR provisions, see Vietnam labor contract types and written contract requirements.
Six Mandatory Components
ILR must address six specific domains under Article 118(2) of Labor Code 2019. DOLISA reviews submissions against these requirements and may reject documents with missing components.
1. Working Hours and Rest Periods
Must specify daily and weekly working hours (compliant with the 8-hour/day, 48-hour/week caps under Article 105), break schedules, shift arrangements, and overtime organization rules. For manufacturing FDI operating multiple shifts, this section must detail each shift’s start/end times, rest intervals, and handover procedures.
Working hours provisions must align with overtime limits under Article 107, including the 40-hour monthly cap and 200/300-hour annual limits by industry.
2. Workplace Discipline
Defines conduct standards, prohibited behavior, and performance expectations. This section establishes the specific violations that may trigger each level of disciplinary action—reprimand, demotion, extension of salary increase waiting period, or dismissal. FDI companies must translate general corporate behavior codes into Vietnam-specific disciplinary categories that align with the severity levels in Articles 124–125.
3. Material Liability
Specifies employee liability for damage to employer property. Article 129 of Labor Code 2019 caps individual monthly deductions at 30% of monthly salary after compulsory social, health, and unemployment insurance contributions. Accumulated deductions are similarly restricted. The ILR must detail how damage assessments are conducted, how employee liability is determined, and the payment timeline for restitution.
4. Occupational Safety and Health
Covers workplace hazard notifications, safety protocols, emergency procedures, personal protective equipment (PPE) requirements, and health monitoring for employees in hazardous positions. FDI manufacturing operations face particular scrutiny on this component during DOLISA inspections—incomplete OSH provisions are among the most common grounds for ILR rejection.
5. Sexual Harassment and Violence Prevention
Article 118(2) requires ILR to include complaint mechanisms, investigation procedures, disciplinary measures for offenders, and confidentiality protections for complainants. Decree 145/2020/ND-CP expanded the definitional scope of workplace harassment and violence, and Decree 12/2022/ND-CP increased enforcement emphasis on these provisions. ILR created before 2022 likely require updates to meet current standards.
6. Protection of Employer Assets and Trade Secrets
Defines IP protection obligations, confidentiality requirements, non-compete restrictions (subject to Vietnamese legal enforceability limitations), and procedures for handling proprietary information. For FDI companies in technology-intensive sectors, this section typically requires detailed provisions on data handling, access controls, and exit procedures for departing employees.
DOLISA Registration Process
The registration timeline is compressed—employers have limited windows at each stage under Labor Code 2019 Articles 119–120 and Decree 145/2020/ND-CP Articles 122–123:
Step 1 — Issue ILR. Draft the document in Vietnamese (mandatory for the registered version). Bilingual versions may be used operationally, but the Vietnamese text prevails in disputes.
Step 2 — Submit to DOLISA within 10 working days of issuance. Submit to the provincial DOLISA where the company’s headquarters is registered. Required documents include the ILR, any collective labor agreement (if one exists), and supporting annexes.
Step 3 — DOLISA review. DOLISA has 7 working days to review and respond. If DOLISA identifies provisions that violate current labor law, it issues a written notice specifying required changes. If DOLISA does not object within seven working days, the ILR is considered accepted.
Step 4 — Effective date. ILR take effect 15 days after the employer receives DOLISA notification of acceptance. Until this effective date, the employer cannot enforce the ILR for disciplinary purposes.
Re-registration: Any material amendment to ILR content requires re-registration within 10 working days. Common triggers include changes to working hours, disciplinary procedures, or harassment prevention provisions. DOLISA follows the same 7-working-day review cycle for amendments.
Relationship with Collective Labor Agreements
ILR and collective labor agreements serve complementary but distinct functions. Understanding their interaction prevents compliance conflicts:
- ILR establish the minimum baseline for workplace rules
- CLAs negotiated with the trade union can only expand employee protections—never reduce them
- When CLA terms are more favorable than ILR provisions, the CLA prevails
- Both ILR and CLA must be independently registered with DOLISA
- ILR govern all employees; CLA terms apply specifically to union-covered workers, though many FDI companies extend CLA benefits to all staff as practice
For trade union establishment and fee obligations that accompany CLA negotiations, see trade union fee obligations for FDI employers.
Disciplinary Procedures Under ILR
Three forms of labor discipline exist in Vietnam, each with strict procedural requirements under Articles 122–125 of Labor Code 2019:
Reprimand: The only form of discipline available even without registered ILR. A verbal or written warning addressing specific conduct violations.
Demotion / extension of salary increase waiting period: Suspension from position for up to six months, applicable to serious violations specified in the ILR. Requires documented evidence, formal hearing with trade union representative present, and written disciplinary decision.
Dismissal: Reserved for the most serious violations enumerated in Article 125—theft, embezzlement, gambling, intentional bodily harm, drug use at work, disclosure of trade secrets, serious sexual harassment, or repeated violations within the statute of limitations.
Procedural requirements (mandatory for all disciplinary levels above reprimand):
- Written notice of the alleged violation to the employee
- Formal hearing with the employee, trade union representative, and company management
- Documented evidence supporting the violation
- Written disciplinary decision issued within the statute of limitations
Statute of limitations: Six months from the date of violation for standard cases; 12 months for violations involving financial matters, intellectual property, or sexual harassment. If the remaining limitation period is less than 60 days when it would otherwise expire (due to the employee being on leave), the employer has 60 days to complete the disciplinary process.
Without registered ILR: Employers cannot legally impose suspension or dismissal. Courts consistently rule against employers who discipline employees based on unregistered internal policies—ordering reinstatement, full back-pay, and additional compensation. This makes ILR registration a prerequisite for effective workforce management, not merely an administrative formality. For dispute escalation risks, see labor dispute resolution and employer compliance.
Common FDI Compliance Gaps
Five patterns that create enforcement risk for foreign-invested enterprises:
Referencing parent company policies without local registration. Global HR policies, codes of conduct, and disciplinary frameworks carry no legal force in Vietnam unless their relevant provisions are incorporated into registered ILR in Vietnamese. An employee dismissed for violating a parent company policy that was never registered with DOLISA will likely win reinstatement.
ILR not matching actual workplace location. FDI companies with multiple sites—a factory in Binh Duong and an office in Ho Chi Minh City—need ILR that cover the actual work conditions at each location. Site-specific annexes or a consolidated policy addressing both locations are acceptable approaches.
Missing or outdated harassment prevention provisions. Decree 12/2022/ND-CP expanded workplace harassment definitions and enforcement mechanisms. ILR drafted before 2022 likely lack adequate complaint mechanisms, investigation procedures, and confidentiality protections now required.
Not re-registering after operational changes. Changes to working hours, shift schedules, disciplinary procedures, or safety protocols trigger the 10-working-day re-registration requirement. Operating under outdated registered ILR undermines enforcement validity.
Penalty exposure under Decree 12/2022/ND-CP: Fines for ILR violations range from VND 5 million to VND 50 million (~USD 200–2,000) depending on severity—covering non-registration, inadequate content, and repeated non-compliance. However, the real cost of non-compliance is not the fine itself but the inability to manage workforce discipline: without registered ILR, every disciplinary action above verbal reprimand is legally unenforceable.
ILR registration integrates with broader employment compliance requirements including labor contract structuring and annual compliance deadlines tracked in the HR compliance calendar.
Indochina Link Vietnam supports FDI employers with HR compliance setup and ILR registration. Contact our certified CPAs and HR compliance team—Steven Nguyen and David Nguyen—for ILR drafting, DOLISA registration, and periodic compliance reviews.
Disclaimer: This content provides general information about Vietnamese labor law and does not constitute legal advice. Consult qualified legal counsel for specific compliance guidance. Information current as of March 2026.