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Viet Nam
Industrial Park Situation
Text by Saito Hiroshi
The 2st: Acquiring Various Licenses
When foreign investors establish a company in Vietnam, they need to obtain an Investment Registration Certificate (IRC) first, followed by an Enterprise Registration Certificate (ERC) as a two-stage process. After obtaining these certificates, they must proceed with registering their tax code and completing procedures for company seal registration and public announcement. While some industrial park management companies may handle these applications on behalf of investors, others must engage consulting firms, accounting offices, or law firms for assistance.
1. Investment Registration Certificate (IRC)
1）Investment Plan Application Form
2）For organizations: Current Affairs Certificate = Notarized copy of the Register (for investors acting on behalf of an organization) For individuals: Current Affairs Certificate = Notarized copy of Passport (for individual investors)
3）Investment Proposal (including investor name, investment objectives, investment scale, investment capital, etc.)
＊Must include the following specifics:
A. Production capacity for the next 3 years
B.Projected income and expenses for the next 3 years
C. Investment Capital: Total amount of planned capital to be invested in the future
D. Charter Capital: The capital amount that must be transferred to a Vietnamese bank account within 90 days from the issuance date of the IRC.
●Charter capital can be contributed not only in cash but also in equipment, tools, and technology, as permitted by law. However, due to the lack of guidelines for proving the value of these assets, non-cash contributions may undergo lengthy scrutiny, potentially causing delays in the project.
<Note: >The difference between the investment capital and charter capital mentioned above becomes the limit for borrowing long-term loans from banks,
so caution is advised.
- For example: If the investment capital is 50 million yen and the charter capital is 10 million yen, the amount that can be borrowed from the bank is the difference of 40 million yen.
- In general, the charter capital is considered appropriate at around 20% of the investment capital.
E. Chart with photos illustrating the manufacturing process
F. List of chemicals used in the manufacturing process and their Safety Data Sheets
4）Notarized copies of the investor’s financial statements for the last 2 fiscal years
5）Notarized copy of bank balance certificate
- When contributing charter capital in cash, the bank balance must be equal to or greater than the charter capital.
6）Contract with industrial park (Land Purchase Agreement or Lease Agreement)
★ The above documents need to be notarized at a notary office in Japan, authenticated at the Embassy or Consulate of Vietnam in Japan, and then notarized again at a notary office in Vietnam. If there are no issues with the documents mentioned above, the IRC can typically be obtained within 15 business days after submission.
2. Enterprise Registration Certificate (ERC)
After obtaining the IRC, it is necessary to apply for the ERC. The enterprise registration number stated in the IRC will become the tax code. The following documents are required for the ERC application.
1） Enterprise Registration Application Form
2）Notarized copy of the company’s Articles of Incorporation
3）Notarized copy of the shareholder registry
4）IRC
5）Notarized copy of the passport of the legal representative of the investment company
6）Notarized copy of the passport of the legal representative of the local corporation
★These documents also need to be notarized and authenticated in Japan, and then notarized again at a notary office in Vietnam, similar to the IRC process. If there are no issues with these documents, the ERC can typically be obtained within 3 business days after submission.
3. Registration of tax code and registration/publication of company seal
The tax code and company seal stated in the ERC must be registered with the Business Registration Office. Additionally, the company seal must be published in the national business registration system. This procedure can be applied for online via the following link:https://dichvuthongtin.dkkd.gov.vn/authPublic/LogOn.aspx?ReturnUrl=/inf/default.aspx
Through the above steps 1 to 3, the procedures for establishing a local company in Vietnam are completed successfully. However, depending on the industry or products involved, there may be cases where licenses are not granted. Therefore, it is necessary to first check with the management company of the industrial park where you plan to locate whether license applications are possible. Especially recently, the Vietnamese government has tightened regulations on waste management, so licenses may not be granted for manufacturing processes involving plating or dyeing.
齊藤公(Saito Hiroshi)
Business Advisor
G.A. Consultants Vietnam Co., Ltd
After graduating from university, he joined a PHP research institute and served as the head of the New York office. He then worked on the “Nagoya Port Redevelopment Project” at a subsidiary of the Chubu Nippon Broadcasting (CBC) company. He later shifted his base to Asia, where he was involved in the launch of “FM96.3” in Singapore, and the creation of “Hello Vietnam” and “Invest Asia” magazines in Vietnam. He then joined BW Industrial Development JSC, Vietnam’s largest rental factory development company, where he was responsible for attracting Japanese manufacturing companies. Currently, he is active as a consultant for the entry of Japanese companies at “G.A. Consultants”, one of the longest-standing Japanese HR consulting firms in Vietnam.
