Establishing a Japanese-invested company in Vietnam

Establishing a Japanese-invested company in Vietnam presents attractive business opportunities while strengthening economic ties between the two nations. With a stable investment environment and sustainable development strategies, Vietnam has become an ideal destination for Japanese businesses. Advantages such as low production costs, a large workforce, and strong governmental support have attracted many Japanese investors looking to expand operations and set up production or service facilities. In this context, establishing a Japanese-invested company in Vietnam not only enables effective market entry but also fosters economic cooperation between the two countries.

Legal basis

• Law on enterprises 2020

• Law on investment 2020

• Vietnam–Japan economic partnership agreement (VJEPA)

• Decree 01/2021/ND-CP on business registration

• Decree 31/2021/ND-CP, effective from March 26, 2021

Conditions for Japanese investors to establish a company in Vietnam

The percentage of charter capital ownership for Japanese investors depends on the business sector:

• Industries without ownership restrictions: If the sector does not impose foreign investment restrictions under Vietnamese law or the VJEPA, Japanese investors may own 100% of the charter capital. This allows them full control over their business without requiring local partnerships.

• Industries with ownership restrictions: For industries with foreign ownership limits or special conditions, Japanese investors must comply with these regulations, which may include maximum ownership percentages or mandatory partnerships with Vietnamese entities.

In summary, the ownership ratio of Japanese investors in Vietnam depends on the industry and relevant legal and international agreements.

Process of establishing a Japanese-invested company in Vietnam

Step 1: Obtain an investment registration certificate (IRC)
Step 2: Obtain an enterprise registration certificate (ERC)
Step 3: Create a company seal
Step 4: Open an investment capital account and contribute capital
Step 5: Commence business operations after capital contribution is completed; certain industries may require additional business licenses

Required documents for establishing a Japanese-invested company in Vietnam

Documents for investment registration certificate

• Application for an investment registration certificate for Japanese investors

• Detailed information on the proposed investment project

• Documents proving land use requirements, with legal verification

• Financial statements, bank statements, and savings records proving financial capacity

• Identification documents (passport, ID card, or citizen card) for investors or relevant individuals; if the investor is an organization, a business registration certificate from Japan is required

• If the Japanese investor cannot personally complete the process, a power of attorney is necessary for assistance

Documents for company registration certificate

• Application for enterprise registration and establishment of a Japanese-invested company

• Company charter

• List of founding members or shareholders

• Legal identification documents (passport, ID card, citizen card) and business registration certificate for Japanese corporate investors

• Power of attorney if the investor cannot directly complete the process

Business registration procedure for Japanese-invested companies in Vietnam

Step 1: Register for an investment registration certificate

Foreign investors must submit all investment-related information via the national foreign investment information system. After completing the submission, they must file an application for an investment registration certificate at the provincial or municipal department of planning and investment where the company will be located. If the application is complete and valid, the certificate is issued within 15 working days. Otherwise, the authority will reject the application and provide reasons. This ensures transparency and legal compliance in investment licensing.

Step 2: Obtain an enterprise registration certificate

Once the investment registration certificate is obtained, the investor submits an application for an enterprise registration certificate at the same department. The process is similar to that of local businesses, but foreign-invested enterprises may need additional documents and procedures, which are detailed in related guidelines.

Step 3: Public announcement of enterprise registration

After receiving the enterprise registration certificate, the company must publicly disclose information on the national business registration portal. The disclosure includes details in the certificate, business sectors, and lists of founding shareholders and foreign investors (for joint-stock companies). This must be done concurrently with the application process, with a publication fee of VND 100,000, as per Circular 47/2019/TT-BCT.

Step 4: Create a company seal

The company can choose between a traditional engraved seal or an electronic seal, following e-transaction regulations. The company has full discretion over the number, design, and use of seals, including those for branches, representative offices, or subsidiaries. The management and use of seals must comply with company regulations to ensure security and prevent misuse.

Business registration consulting service for Japanese-invested companies in Vietnam by BKC Law

BKC Law provides consulting services for establishing Japanese-invested companies in Vietnam, helping investors understand and complete the necessary procedures efficiently. Our comprehensive services include guidance on legal document preparation, business registration, investment licensing, and company establishment. With an experienced team, we ensure smooth handling of company charters, investor legal status, and financial documentation. Additionally, we offer power of attorney services for investors unable to personally complete the procedures, ensuring a fast and hassle-free setup process.

For legal consultation on establishing a Japanese-invested company in Vietnam with BKC Law, please contact our legal experts:

Phone: 0901 3333 41
Email: info@bkclaw.vn

District 1 Office: 9th Floor, Diamond Plaza, 34 Lê Duẩn, District 1, Ho Chi Minh City
Binh Tan Office: 41 Tên Lửa, Binh Tan, Ho Chi Minh City

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