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Establishing a Japan-Invested Company in Vietnam

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Establishing a company with Japanese capital in Vietnam offers numerous attractive business opportunities and serves as a solid bridge between the two economies. With a stable investment environment and a strategy for sustainable development, Vietnam has become an ideal destination for Japanese enterprises. Advantages such as low production costs, an abundant labor force, and strong governmental support from Vietnam have attracted many Japanese investors seeking to expand operations and establish production and service facilities here. In this context, establishing a company with Japanese capital in Vietnam not only enables effective exploitation of market opportunities but also contributes to promoting economic cooperation between the two nations.

Establishing a Japan-Invested Company in Vietnam

Legal Basis

Law on Enterprises 2020;

Law on Investment 2020;

Vietnam – Japan Economic Partnership Agreement (VJEPA);

Decree No. 01/2021/ND-CP on Business Registration.

Decree No. 31/2021/ND-CP, effective from March 26, 2021;

Conditions for Japanese Investors to Establish a Company in Vietnam

When Japanese investors wish to establish a company in Vietnam, the ownership ratio in the charter capital depends on the business lines of the company. Specifically:

Business lines with no ownership restrictions: If the business line is not subject to any foreign ownership restrictions under Vietnamese law or the VJEPA, Japanese investors may hold 100% of the charter capital. This allows them full control over the enterprise without the need for domestic partners.

Business lines with ownership restrictions: For sectors subject to foreign ownership caps or specific requirements for foreign investors, Japanese investors must comply with such regulations, such as limits on ownership percentages or requirements to partner with Vietnamese entities to meet legal obligations.

In summary, the ownership ratio of Japanese investors in Vietnam depends on the specific business sector and the provisions of applicable laws and international agreements.

Procedures for Establishing a Company with Japanese Capital in Vietnam

Step 1: Obtain the Investment Registration Certificate (IRC);

Step 2: Obtain the Enterprise Registration Certificate (ERC);

Step 3: Engrave the company seal;

Step 4: Open an investment capital account and make capital contribution;

Step 5: Upon completion of the capital contribution procedures, the company may commence business operations. Note that sub-licenses may be required for conditional business sectors.

Required Documents for Establishing a Company with Japanese Capital in Vietnam

Below are the necessary procedures and documents required to apply for an Investment Registration Certificate and an Enterprise Registration Certificate:

Documents for Application of Investment Registration Certificate

Application form for issuance of Investment Registration Certificate for Japanese investors.

Detailed information on the proposed investment project.

Documents proving land use demand, accompanied by valid confirmation.

Financial statements, asset statements, bank accounts, and savings accounts of the investor to demonstrate financial capacity.

Identification documents such as identity card, passport, or citizen identification card of the investor or relevant persons. If the investor is an organization, a business registration certificate issued in Japan must be provided.

In cases where the Japanese investor is unable to personally perform the procedures, a power of attorney must be granted to a Vietnamese law firm or authorized representative to act on their behalf.

Documents for Application of Enterprise Registration Certificate

Application form for issuance of Enterprise Registration Certificate and company establishment with capital invested from Japan.

Company Charter.

List of founding members or shareholders of the company.

Documents proving legal personal status such as passport, identity card, citizen identification card, together with the business registration certificate of the organization if the investor from Japan is a corporate entity.

In cases where the procedures cannot be performed directly, a power of attorney must be granted to a Vietnamese law firm or authorized representative to complete the procedures and dossier.

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Procedures for Establishing a Company with Japanese Capital in Vietnam

The process of establishing a company with Japanese investment capital in Vietnam includes the following steps:

Step 1: Registration of Investment Registration Certificate

Foreign investors must declare all information related to their investment project through the National Information System on Foreign Investment. Upon completion of the declaration, the investor prepares and submits the application dossier for the Investment Registration Certificate to the Department of Planning and Investment of the province or city where the company intends to establish its head office. The Department of Planning and Investment will appraise and issue the Investment Registration Certificate within 15 working days if the dossier is complete and valid. If there are issues, the Department will reject the application and notify the investor of the reasons. This process ensures transparency and compliance with the law in investment licensing.

Step 2: Application for Enterprise Registration Certificate

After obtaining the Investment Registration Certificate, the investor proceeds to prepare the dossier for the Enterprise Registration Certificate at the Department of Planning and Investment where the company intends to operate. This process is similar to that for domestic companies, but for foreign-invested enterprises, additional specific documents and procedures may be required. Detailed guidance on the necessary documents is provided in this article.

Step 3: Public Disclosure of Enterprise Registration Information

Upon receipt of the Enterprise Registration Certificate, the enterprise must publicly disclose its registration information on the National Enterprise Registration Portal. The disclosed content includes information stated in the Certificate, business lines, and the list of founding shareholders and foreign investor shareholders (for joint-stock companies). This disclosure must be made concurrently with the submission of the registration dossier, and the disclosure fee is VND 100,000, in accordance with Circular No. 47/2019/TT-BCT.

Step 4: Engraving the Company Seal

The company may choose either a traditional engraved seal or an electronic seal in accordance with the law on electronic transactions. The company has the right to decide the number, form, and content of the seal, including seals for branches, representative offices, or affiliated units. The management and use of the seal must comply with the Company Charter or internal regulations to ensure security and prevent risks associated with improper use of the seal.

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BKC Law’s Consulting Service for Establishing a Company with Japanese Capital in Vietnam

Our consulting service for establishing a company with Japanese capital in Vietnam assists Japanese investors in easily understanding the process and carrying out the necessary steps to set up a business in Vietnam. We provide comprehensive services, from guidance on preparing legal documents, completing enterprise registration procedures, to applying for Investment Registration Certificate and Enterprise Registration Certificate. With a team of experienced experts, we ensure support in handling requirements related to the company charter, legal status of the investor, and documents proving financial capacity. In addition, we offer power of attorney services for investors who are unable to personally perform the procedures, ensuring a fast and efficient establishment process.

For legal consultation on BKC Law’s service for establishing a company with Japanese capital in Vietnam, please contact our lawyers using the following information:

Telephone: 0901 333 341

Email: info@bkclaw.vn

District 1 Office:  9th Floor, Diamond Plaza Building, 34 Le Duan Street, Ben Nghe Ward, Ho Chi Minh City

Binh Tan Office: 41 Ten Lua Street, An Lac Ward, Ho Chi Minh City

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