Vietnam and Japan officially established diplomatic relation on September 21st 1973, lasting for nearly 45 years of development and cooperation. In accordance with statistics reports by the Foreign Investment Agency, in the first 4 months of 2017, the total registered foreign capital is 4.88 billion USD, in which capital from Japan is 1.85 billion USD, ranking second and making 17.54% of the total registered capital. In the current years, Japan is always one of the countries invest in Vietnam the most. Investment sectors Japanese investors pay much attention are manufacturing, construction, industrial zone infrastructure, machines and automobile devices and green agriculture. Vietnam-Japan Economic Partnership Agreement (VJEPA) signed on December 25th, 2008 and took effects on October 1st, 2009 is considered as a great milestone encouraging trade relation among two countries. According to Article 16 of this Agreement, Vietnam and Japan promise to cut customs duty on products from both Parties following the promised schedules. Simultaneously, the laws of Vietnam has some new regulations on investment; hence, the investment flows from Japan to Vietnam even increase more. However, with many years of experiences in consulting and working with Japanese Clients, Viet An Law Firm has realized that foreign investors still have troubles with investment procedures. In order to give our Clients a hand, Viet An Law Firm collects and provides some information as follows:
Legal documents need to be read:
When investing in Vietnam, investors may establish Japanese companies in Vietnam. Japanese investors may own up to 100% or less of the charter capital, detailed as follows:
The process for establishment of Japanese companies in Vietnam:
Step 1: Apply for the Investment Registration Certificate
Submit the application at: The Department of Planning and Investment.
The process: Within 15 days from the receipt date of the valid application, the Department of Planning and Investment will grant the Investment Registration Certificate to foreign investors. If the Department of Planning and Investment refuse to grant, they will respond in notices and explain the reasons.
Step 2: Establish Japanese companies in Vietnam
Apply for the Business Registration Certificate:
An application includes:
Submission place: The Department of Planning and Investment.
Duration: 03 – 06 working days.
Announce the business registration contents:
Engrave the seal and publish the seal sample:
Some issues need to be paid attention:
In order to determine whether investors can establish 100% Japanese-owned companies or not, they need to base on intended business sectors of the company in Vietnam. Therefrom, we shall come to a conclusion based on specific regulations.
Commitments in services among two countries are recorded in Annex 5 – Vietnam Japan Economic Partnership Agreement (VJEPA). For example, regarding Medical and Dental Services (CPC 9312), Japanese investors may establish 100% Japanese-owned with the minimum investment capital must be at least 20 billion USD for a hospital, 2 million USD for a policlinic and 200,000 USD for a specialty unit.
Besides that, other issues that Japanese and foreign investors have to face are sublicense and business conditions. Sublicenses and business conditions are stipulated in specialized laws of Vietnam. Depending on each business sector, investors shall rely on different laws. For example, regarding distribution services, foreign companies as well as Japanese companies in Vietnam shall apply for the Business License at the Department of Industry and Trade of provinces.
When Clients provide us more detailed information about intended business sectors, Viet An Law Firm shall research and give specific advice on foreign capital limitations of Japanese, business sectors and sublicenses if any.
Another method which is much simpler than establishing Japanese companies is to contribute capital, purchase shares, purchase capital contributions to Vietnamese companies which are established and operated legitimately. Its procedures are simple and save time as investors shall not apply for Investment Registration Certificate except for registration of capital contribution, shares purchase, capital contribution purchase the Department of Planning and Investment. However, please notice that although investing through this method, Japanese investors shall comply foreign capital limitations, business conditions and sublicenses if any.
Step 1: Foreign investors register to contribute capital, purchase shares/capital contributions to the company
Application includes:
Submission place: The Department of Planning and Investment.
The process: If the capital contribution, shares purchase, capital contribution purchase of foreign investors comply with the regulations on investment forms and foreign capital contribution, within 15 days from the date of receipt of the valid application, the Department of Planning and Investment will grant a written announcement. If the application does not satisfies conditions, the Department of Planning and Investment will grant a written announcement providing reasons and explanation.
Step 2: Transfer the shares, capital contributions and change the shareholders or members of the company
Foreign investment services in Viet An Law Firm:
If you need advice about regulations and procedures related to establishment of Japanese companies in Vietnam, please feel free to contact Viet An Law Firm for more information!
Hanoi Head-office
#3rd Floor, 125 Hoang Ngan, Hoang Ngan Plaza, Trung Hoa, Cau Giay, Hanoi, Vietnam
Ho Chi Minh city office
Room 04.68 vs 04.70, 4th Floor, River Gate Residence, 151 – 155 Ben Van Don Street, District 4, HCM, Viet Nam
SPEAK TO OUR LAWYER
English speaking: (+84) 9 61 57 18 18 - Lawyer Dong Van Thuc ( Alex) (Zalo, Viber, Whatsapp)
Vietnamese speaking: (+84) 9 61 37 18 18 - Dr. Lawyer Do Thi Thu Ha (Zalo, Viber, Whatsapp)