Japanese investor contribute capital to accouting and auditing company in Vietnam

During the operation period of a company, the accuracy of  data on revenue and expenditure budget; income; taxable income … reflects a lot of financial situation of that company and also helps to set up specific business plans in the future. Therefore, the interest of enterpise in the work of accounting is increasing, which makes the demand for accounting and auditing services become more and more essential. This is the reason why many Japanese investors want to contribute capital to accounting and auditing service companies in Vietnam, especially since the Japan -Vietnam Economic Partnership Agreement (VJEPA) effective from 01/10/2009, having created favorable conditions for Japanese investors to participate in Vietnam market.

Legal documents (for reference):

• Law on Investment 2014;
• Law on Enterprise 2014;
• Japan -Vietnam Economic Partnership Agreement (VJEPA).

The conditions that Japanese investors have to fulfill:

• The form of investment, operating scope, Vietnamese partners, and other aspects are conformable with the international agreements to which the Socialist Republic of Vietnam is a signatory:

+ On the form of investment: contribute capital, buy shares or capital contributes of the accounting and auditing companies.

• The investor’s charter capital: According to The Japan-Vietnam Economic Partnership Agreement (VJEPA), accounting and auditing services are categorized in CPC 862. Specificially, Japanese investors are not restricted in investing in the accounting services sector and auditing in Vietnam. That means Japanese investors can own 100% charter capital of accounting and auditing companies.

In cases where the Japanese investor owns equal or more than 51% of company’s charter capital, the investor must carry out procedures for capital contribution registration.

An application for registration of capital contribution or purchase of shares/capital contribution:

• A written for registration of capital contribution or purchase of shares/capital contributions, which specify information about the business organization to which investment is made; the holding of the foreign investor after making investment;
• A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization);
• A procuration or service contract (in case company’s legal presentative does not directly do the formality to file and receive the result).

Procedures for registration of capital contribution or purchase of shares/capital contributions:

• The investor shall submit the application prescribed above at the Service of Planning and Investment of the province where the headquarter of the business organization is situated;
• If the contribution of capital, purchase of shares/capital contributions satisfies the conditions of the Law on Investment 2014, the Service of Planning and Investment shall send a written notification to the investor within 15 days from the day on which the satisfactory application is received. If conditions are not satisfied, the Service of Planning and Investment shall notify the investor in writing and provide explanation.

After receiving the permit, Japanese investor shall contribute capital to the accounting and auditing company. The company receiving the capital contribution will carry out procedures for changing its members/shareholders in accordance with the law. But if foreign investors wish to contribute capital to establish a foreign- invested accounting and auditing company, the implementation process will be: Apply for Invesment Registration Certificate è Establish 100% foreign-owned accounting and auditing in Vietnam. These procedures will take more time than contributing capital to an operating company.

For all procedures related to foreign investors to contribute capital to Vietnam’s accounting and auditing company, please contact the Viet An Law Firm.

Viet An Law Firm is a reputable organization providing consultancy services, supporting the procedures of related procedures in the fields of investment, business, intellectual property, labor law,…