Method and cost of establishing a Vietnamese company (establishing a local corporation)

Trends in establishing a company in Vietnam (Japanese / foreign-affiliated)

Japanese companies expanding into Vietnam

In recent years, due to Vietnam's cheap labor force, talented young people, and tax incentives by the Vietnamese government, Japanese companies and foreign-affiliated companies whose parent company is Japan are conspicuously expanding into Vietnam. Among foreign-affiliated companies, the countries that have a strong presence are Japan, South Korea, and Taiwan.
Among them, Japanese-owned Japanese companies are well known among Vietnamese, and they also know about manufacturing and software from JICA (Japan International Cooperation Agency), which is famous for metro construction, major city banks, general trading companies, and construction industry. Has been done. Similarly, major conglomerates are expanding into South Korea and Taiwan. It will continue to be an attractive overseas expansion destination for Japanese companies.

Considering the establishment of a local corporation

For foreign-affiliated companies (including Japanese companies)The most popular forms of establishment in Vietnam are limited liability companies (LLC) and corporations (JSC).is. The shareholding ratio by foreign capital of Vietnam can be 100% in most industries (with some capital restrictions). It is possible to make a joint venture with a Vietnamese domestic company, but in many cases, a local subsidiary in Vietnam will make it a subsidiary funded by the parent company.

Organizational form of Vietnamese company

Vietnam's organizational structure is divided into four types: limited liability companies, joint-stock companies, representative offices, and branches.

Limited Liability Company (LLC)

LLC is the most common form of legal entity in Vietnamis.

Although it is suitable for small and medium-sized enterprises (SMEs) because it requires only one founder, it cannot be listed in Vietnam.Acting as a for-profit company with high social credibility while keeping maintenance costs downIt is suitable for expanding sales channels in Vietnam.

On the other hand, if you have no plans to make sales in Vietnam and there is no possibility of sales in the future, another organizational form is an option.

Co., Ltd. (JSC)

JSCRequires 3 investors and is recommended for medium and large enterprisesWill be done.

The process of establishing a legal entity is a more stringent requirement, and the schedule for completing registration is often delayed. If the listing criteria are met, listing in Vietnam is possible.

Representative office (RO)

The feature of RO isUnable to make profits, only for local market researchThat is what it is supposed to be.

Commercial activities are not possible in the RO form.

The contract form can be implemented with a legal representative to a lawyer.

Branch (BO)

The branch officeAs the base of the parent company, carry out commercial and profit activities of the parent company and record profitsI can do it.

On the other hand, it should be noted that the branch office is not an independent and separate legal entity, and the responsibility lies with the parent company.

How to establish a company (establish a local corporation)

1. When considering establishing a company in Vietnam, foreign-affiliated companies (including Japanese companies) must obtain an investment registration certificate (IRC) from the Ministry of Planning and Investment (DPI).
2. You need to obtain a corporate registration certificate (ERC). This is a certificate (a copy of the registry) of all corporate history items in Japan. As with the copy of the register, the description includes the corporate number, trade name (company name), head office (address of the head office), date of establishment of the company (company establishment date), etc.
3. Proceed with the tax registration process with your investment registration certificate (IRC) and corporate registration certificate (ERC). We will pay the business license tax (business registration tax) and contribute the capital at the time of establishment.

⇒Related article: Vietnam's IRC / ERC (Investment Registration Certificate / Company Registration Certificate) Issuance Process

The characteristics of each tissue type are shown in the table below.

Differences in organizational form (table)

Support work for company establishment and necessary documents

We support the establishment of a company based on the Vietnamese company law (Uni-President Enterprises Law).
In order to establish a company/corporation in Vietnam, it is important to understand the Vietnamese company law and related laws and regulations.

Contents of company establishment support

We will carry out all the necessary procedures before we can start the business.

We support contracts for rental offices, preparation of corporate registration applications, application to the tax office after obtaining IRC and ERC, and opening a bank account. The price list below is the price system when all are included.

We are resident in Vietnam and guide you to offices and factories on a daily basis, so I think we can introduce you to properties that you are satisfied with. for example,Keep costs as low as possible with licensing requirements in mindIt is also possible.

⇒Suzuki Real Estate Rental Office Special Page
⇒Member introduction (Suzuki)

Required documents

1. Passport of the representative of the local corporation
2. Articles of Incorporation of Local Corporation
3. Company employee list (two-person limited company)
4. Rental agreement
5. Materials on investors and shareholders
   articles of incorporation
   passport
   Bank balance proof
   Financial statements for the last two terms
   Register (certification of historical matters, etc.)

Merits of requesting establishment of a company

・Procedures that comply with Vietnamese law
・Reduction of risk of delay in establishment schedule
・ Smooth communication with Vietnamese authorities