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Establishing a company with Japanese investment capital in Vietnam
Investment forms for Japanese investors to invest into Vietnam
There are 4 main forms of Japanese investors investing in Vietnam, including:
- Company with 100% Japanese capital: Currently, this form has the largest number of projects up to 3,916 projects (83.67% of total projects);
- Joint venture: Vietnamese and Japanese enterprises cooperate to exploit products and services with 735 projects (15.7% of total projects);
- Contract BOT, BT, BTO;
- Business cooperation.
Conditions for establishing a company with Japanese capital in Vietnam
According to the Law on Investment 2020, to establish a company with Japanese capital, investors must meet market access conditions such as:
- Conditions on capital ownership ratio;
- Investment form: the form of investment in capital contribution or share purchase is one of the investment forms of foreign investors in Vietnam prescribed in the Law on Investment 2020 in Article 21.
- Scope of investment activities;
- Capacity of investors and partners participating in investment activities;
- Use of land, labor, natural resources and minerals;
- Producing and supplying goods or public services or goods and services that are exclusively state-owned;
- Owning and trading houses and real estate;
- Applying forms of support and subsidies of the State to a number of branches and fields or to the development of regions or territories;
- Participating in programs and plans for equitization of state-owned enterprises;
- Other conditions as prescribed by Vietnamese law and international treaties on investment.
The process of establishing a company with Japanese capital in Vietnam
Step 1: Carry out the procedures for applying for an Investment Registration Certificate at the investment registration compete authority (External Economic Relations Office – Department of Planning and Investment of provinces/cities)
The investors are required to prepare 01 set of documents including the documents specified in Clause 1, Article 33 of the Law on Investment 2020:
- The written request for implementation of the investment project (The form of this document is specified in Circular 03/2020/TT-BKHDT);
- Documents proving the investor’s legal status:
- For Japanese Investor as an individual: Passport/ID card;
- For Japanese investors as organizations: Decision on establishment of a company with Japanese capital/business registration/equivalent documents;
- Documents proving the financial capacity of Japanese investors: One of the following types:
- Financial statements for the last 2 years;
- Commitment to financial support of the parent company;
- Commitment to financial support of financial institutions;
- Guarantee on the financial capacity of the investor;
- Other documents proving financial capacity.
- Investment project proposal document (According to the prescribed form)
- Papers on land use rights or other documents determining the right to use the site for the implementation of an investment project;
- Papers with explanation about technology (For technology-related projects)
- BCC contract (when investing in the form of BCC contract)
- Other documents (if any)
- Regulations on the time limit for processing the application for the Investment Registration Certificate at the Investment Registration Authority: 15 days. If you do not agree, you must reply in writing and clearly state the reason.
Step 2: After obtaining the Investment Registration Certificate, the Japanese Investors have to carry out the procedures for issuance of the Enterprise Registration Certificate for the Company with Japanese capital at the Business Registration Office – Department of Planning and Investment of province/city
Japanese investors prepare a set of documents including:
- Application for business registration (specified form)
- Company charter;
- For a limited liability company, the investor shall submit a list of members; For a Joint Stock Company, the Investor shall submit a list of founding shareholders and shareholders being foreign investors (specified form);
- Documents on legal status of the representative:
- Investor is an individual: Passport/citizen identity card/national identity card;
- Investor is an organization: decision on establishment of a company with Japanese capital/certificate of business registration/equivalent document and written authorization to represent capital contribution in Vietnam + Passport/public identity card his/her national identity card;
- Investment registration certificate has been issued (certified copy);
- Regulations on the time limit for processing the application for the Certificate of Business Registration at the Business Registration Office: 03 – 07 days. If you do not agree, you must reply in writing and clearly state the reason.
Above is the process of establishing a Japanese-invested company in Vietnam. If you have any questions or are unclear about the process of establishing a Japanese-invested company in Vietnam, please contact us for the fastest and most detailed answers./ .
Phone: (+84) 961 366 238
Email:
- vphn@siglaw.com.vn
- vphcm@siglaw.com.vn
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