Support for Establishing a Local Entity in Vietnam
Background and Challenges
When a Japanese company sets up a local entity, branch, or representative office in Vietnam, it commonly faces a choice between engaging a consulting firm or engaging a law firm. In practice, a certain number of clients assume that "company establishment is merely an administrative procedure, and it makes no difference who handles it." However, based on our experience with numerous cases, our firm understands deeply that this assumption can lead to serious risk. ■ The fact that the company-establishment procedure is merely the "final output" Establishing a company is not a purely formal filing. Properly done, it is the "output" ultimately reached only after comprehensively examining the investment form (investment scheme), business structure, and trading relationships. When a client engages a procedure-only agency service that bypasses a law firm, the following crucial considerations risk being left out: Consideration of the optimal investment scheme Consistency with partner and trading relationships Tax and accounting implications Restrictions and risks relating to the registered business line(s) Legal risks that may arise once the company is operating ■ Mistakes in the initial design affect the business for its entire "lifetime" An incorrect decision at the time of establishment creates problems that linger long afterward, such as: Registering an inappropriate business line, which later restricts business expansion Failing to register a required license or scope of activity, making it impossible to operate lawfully Establishing the company with an ambiguous business purpose, leading to significant costs later when adjusting the investment or restructuring the organization Design mistakes made at the outset are difficult to correct later and carry a substantial cost in time, expense, and credibility. ■ The risk of proceeding without specialized legal advice A procedure-focused agency approach makes it easy to overlook fundamental risks such as: A higher likelihood of legal violations arising once the company is operating Key issues relating to contracts, personnel, and tax not being considered at the initial stage Proceeding without understanding regulations specific to foreign investment Overlooking the fact that certain business lines require additional permits or conditions ■ The possibility of administrative penalties due to procedural errors Errors in the initial filings or settings (registered address, charter capital, business lines, authority of the legal representative, business purpose, etc.) can result in administrative penalties (fines). This is particularly true for foreign investment, where the regulatory framework is complex, and cases in which a company unknowingly ends up in violation do in fact occur.
Why Clients Choose Us
2.1. Specialized expertise and outstanding Japanese-language capability At our firm, experienced lawyers who are fluent in Japanese and possess advanced expertise in Vietnamese law handle matters directly. The lawyers and specialists responsible for liaising with clients and government authorities remain the same throughout the engagement, ensuring smooth, accurate procedures with no miscommunication. We also conduct careful interviews with clients to accurately understand their situation and propose the optimal solution in clear, easy-to-understand terms. 2.2. Thorough support that puts the client's interests first In negotiations with government authorities, we make full use of the applicable legal grounds and work without compromise to protect our clients' interests. We interpret not only Vietnamese law but also relevant international treaties, building clear legal support for our arguments in order to protect our clients' rights. Cutting corners on initial costs during company establishment is a common cause of unexpected risks or obstacles down the road. For example, the following problems do in fact occur: Tax and accounting risk arising from selecting an inappropriate business line Administrative penalties resulting from failing to complete required post-establishment procedures Restrictions on business activity caused by deficiencies in the registration details To prevent such risks before they arise, our firm provides a high-quality service designed to achieve accurate and reliable company establishment. 2.3. Thorough support for a successful company launch Our support does not end with the mere "completion of the company-establishment procedure." We provide comprehensive support extending into post-establishment operations so that your business gets off to a smooth start. Specifically, we offer, free of charge for two months after establishment, practical support beyond legal matters such as: Support in recruiting local Vietnamese personnel Advice on developing sales channels Introductions to local partner companies Practical advice on early-stage operations We stand by our clients in earnest so that they can achieve long-term success and stable business operations in Vietnam. 2.4. Delivering services of high added value We are not merely a "law firm that carries out procedures on your behalf." We take a holistic view of your entire business and provide high-value solutions that integrate legal, tax, and business practice considerations. Consistent design linking the investment scheme with the establishment procedure Advice that reflects risks specific to the Vietnamese market Business support leveraging our local network A long-term posture as a partner who walks alongside you Through all of this, we create an environment in which our clients can develop their business in Vietnam with confidence.
Service Details
To ensure that Japanese companies can establish a legal entity in Vietnam smoothly and reliably, our firm provides consistent, end-to-end support — from preliminary research through obtaining the IRC and ERC to the various procedures required after establishment — as set out below. ① Preliminary legal research and advice | We provide initial support to clarify the legal requirements for commencing business and to consider the optimal investment scheme. Confirmation of the regulations and licensing requirements applicable to the business field; verification of legal restrictions on foreign investment; corporate legal advice on governance structure, capital contribution ratios, etc.; preliminary advice on tax law (corporate income tax, VAT, transfer pricing, etc.); comparative review of the establishment form (local entity, branch, or representative office) ② Pre-establishment preparatory support | We provide comprehensive support for the preparatory work required before establishment, including drafting documents and coordination. Drafting and review of the lease agreement; coordination with the property owner (requesting necessary documents, confirming information, etc.); support in drafting the company charter; guidance on and review of the required submission documents ③ Support in obtaining the Investment Registration Certificate (IRC) / ④ Support in obtaining the Enterprise Registration Certificate (ERC) | We support the IRC application procedure, which is essential for carrying out a foreign investment project, from start to finish. Preparation of the full set of application documents; guidance on and assistance in collecting the necessary documents; translation of Japanese documents into Vietnamese; arranging notarization procedures; submission of the application documents to the relevant state authority; explanations and discussions with the responsible officer; responding to requests for correction (amending documents, submitting supplementary documents); receipt of the results; translation of the received documents into Japanese ⑤ Post-establishment support | We provide comprehensive support for the initial procedures required after establishment: 1. Support in producing the company signboard 2. Support in opening a bank account 3. Support with initial tax procedures (business tax declaration and payment; obtaining a digital signature token; purchasing and configuring e-invoices; obtaining the social insurance code (insurance number))