Procedures and Process for Establishing a Local Company in Vietnam

01 - Procedures and Process for Establishing a Local Company in Vietnam
Overall process: (i) preliminary review and decision-making → (ii) securing office premises → (iii) obtaining the Investment Registration Certificate (IRC) → (iv) obtaining the Enterprise Registration Certificate (ERC) → (v) post-establishment compliance.

02 - Securing Office Premises
Obtaining the IRC requires a registered company address (an office building or a standalone house is acceptable, but a subdivided/strata apartment unit is not). Because obtaining the IRC typically takes 2-3 months, it is advisable to first sign a basic lease agreement under which rent does not begin to accrue until later. Virtual offices are permitted, but carry the risk of being caught up in a tax-violation investigation targeting another company registered at the same address.

03 - Obtaining the IRC
The IRC is the Investment Registration Certificate. Required documents include: the investment project application form, documents evidencing the investor's eligibility, the investment project proposal, evidence of financial capacity, office-related documents, and powers of attorney, among others. Preparation typically takes about one month, plus consular legalization procedures in Japan (notary public → Legal Affairs Bureau → Ministry of Foreign Affairs apostille → Vietnamese Embassy, some of which can be skipped by using a one-stop service), and processing in Vietnam takes roughly two months. The total investment amount consists of the investor's own equity capital plus a borrowing (loan) limit; it is advisable to register a generous borrowing limit.

04 - Obtaining the ERC
The ERC is the Enterprise Registration Certificate (equivalent to the corporate registry certificate in Japan). It is obtained after the IRC. Required documents include: the enterprise registration application, the charter (articles of association), the list of capital contributors, documents evidencing investor status, the legal representative's passport, the IRC, and others. Preparation typically takes about three days, and processing in Vietnam takes about one week. The legal representative must be resident in Vietnam; if absent, authority must be delegated to another representative.