Establishing a Japanese company in Vietnam is a strategic choice pursued by many Japanese enterprises, especially as Vietnam continues to assert its role as an attractive investment destination in Southeast Asia. With an increasingly transparent legal environment, an abundant workforce, and a favorable geographical location, Vietnam offers numerous business opportunities for foreign investors in general and Japanese investors in particular. However, to establish a company legally and efficiently, Japanese investors must clearly understand the legal conditions, licensing procedures, and specific regulations regarding business lines, investment capital, and compliance obligations. This article provides an in-depth analysis of the current Vietnamese legal regulations relating to the establishment of a Japanese company, covering forms of investment, legal conditions, and specific procedural steps

Legal Basis

• Law on Investment 2020 (Law No. 61/2020/QH14)
• Law on Enterprises 2020 (Law No. 59/2020/QH14)
• Decree 31/2021/ND-CP detailing and guiding the implementation of a number of articles of the Law on Investment
• Decree 01/2021/ND-CP on enterprise registration
• International treaties between Vietnam and Japan, such as the Vietnam – Japan Economic Partnership Agreement (VJEPA) and the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP)

Forms of Investment for Japanese Investors in Vietnam

Japanese investors may choose from the following forms:

• Establishing a new economic organization (a 100% Japanese-owned enterprise or a joint venture with a Vietnamese partner).

• Contributing capital, buying shares, or purchasing capital contributions in an existing Vietnamese enterprise.

• Investing under a Business Cooperation Contract (BCC).

Among these, the most common form is establishing a foreign-invested limited liability company or joint-stock company.

Conditions for Establishing a Japanese-Invested Company in Vietnam

a) Legal status and financial capacity of the investor
The investor must be a Japanese legal entity or individual with full civil act capacity, capable of proving the lawful source of capital invested in Vietnam.

b) Conditions on business lines
The intended business lines must not fall under the list of banned business investment sectors under the Law on Investment. If engaging in conditional business lines, the investor must satisfy the respective conditions. Notably, certain sectors subject to WTO commitments or international treaties—such as logistics, education, healthcare, and telecommunications—require careful consideration regarding permitted foreign ownership limits and forms of investment.

c) Location for the investment project
The investor must secure a specific location to implement the project. This location must comply with land-use planning and have valid legal documents (lease agreement, proof of ownership, or an agreement in principle).

d) Minimum investment capital
Vietnamese law does not stipulate a minimum capital requirement for all types of enterprises, except for business lines that require legal (statutory) capital. Nevertheless, the investment capital must demonstrate feasibility and be proportionate to the project’s scale.

Procedures for Establishing a Japanese-Invested Company in Vietnam

The procedure consists of two main phases:

Phase 1: Applying for the Investment Registration Certificate (IRC)

Applicable to foreign investors investing in Vietnam for the first time.

Dossier includes:

• A written proposal for the implementation of the investment project.

• A copy of the passport (for individuals) or the Certificate of Business Registration/incorporation (for Japanese legal entities).

• An investment project proposal: detailing the scale, location, total capital, and implementation schedule.

• Documents proving the investor’s financial capacity (bank statements, financial statements, letter of capital commitment from the parent company, etc.).

• Location lease agreement or site agreement.

• Other documents depending on the specific business line.

Issuing Authority: The provincial Department of Planning and Investment (DPI) where the head office is located

Processing Time: Approximately 15 – 20 working days.

Giai đoạn 2: Xin cấp Giấy chứng nhận đăng ký doanh nghiệp (ERC)
After obtaining the IRC, the investor submits a dossier for enterprise registration.

Dossier includes:

• An application for enterprise registration.

• The company’s charter.

• A list of members or shareholders.

• Copies of legal documents of the investor (individual or legal entity).

• A certified copy of the issued IRC.

Processing Time: Approximately 3 – 5 working days.

Post-Establishment Procedures

• Seal engraving and notification of the seal sample.

• Opening a corporate bank account and notifying the Department of Planning and Investment.

• Initial tax registration, registering a digital signature, and setting up electronic invoices.

• Capital contribution within the committed timeframe stated in the IRC (maximum 90 days from the ERC issuance date).

• Applying for specialized business licenses (sub-licenses) if required

Related Articles:

What is an FDI enterprise? The most detailed procedure for establishing an FDI enterprise in 2025

Increasing charter capital for a foreign-invested company

Important Notes for Japanese Investors

• It is highly recommended to carry out procedures through an experienced legal consulting firm to ensure legality and avoid dossier rejection due to deficiencies.

• The repatriation of profits abroad is permitted by Vietnamese law, provided the company has fulfilled its financial obligations.

• Investors must strictly comply with regulations on periodic investment activity reporting to the Department of Planning and Investment.

• The term of the investment project is specifically defined and can be extended when necessary.

Investment Consulting Services in Vietnam by Expert Lawyers at BKC Law

With a team of highly experienced lawyers in the field of foreign investment, BKC Law proudly provides comprehensive legal consulting services exclusively tailored for foreign investors, particularly Japanese enterprises. We accompany investors from the market research phase and selection of appropriate investment forms to dossier preparation, executing procedures for the Investment Registration Certificate (IRC), Enterprise Registration Certificate (ERC), and relevant sub-licenses as prescribed.

Our services include:

• Consulting on investment conditions for Japanese investors based on specific business lines.

• Drafting and reviewing legal dossiers as required by competent state authorities.

• Representing clients in dealings with the Department of Planning and Investment, tax authorities, banks, and related parties.

• Providing guidance on capital contribution procedures, opening investment capital accounts, and repatriating profits abroad.

• Offering regular legal counsel post-establishment regarding tax, contracts, labor, and intellectual property.

Contact BKC Law for in-depth investment consultation and optimal protection of your legal rights in the Vietnamese market:

• Phone: 0901 3333 41

• Email: info@bkclaw.vn

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

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

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Conditions and procedures for converting a foreign-invested project to a Vietnamese-invested project