Incorporation and investment licensing for a Korean-owned software company

Background

The client is an enterprise software company headquartered in Korea that was already serving several Korean manufacturers with plants in Vietnam through an intermediary partner. To provide direct support and recruit a local development team, it decided to set up a wholly foreign-owned entity in Ho Chi Minh City. Management had never invested abroad and needed a single point of contact able to handle legal, accounting and tax matters in Korean.

Challenges

• Software and IT service business lines had to be described precisely to avoid requests for amendment during the licensing review.
• The investor wanted to sign its first customer contract within one quarter, while no office had yet been chosen.
• The investor's documents required consular legalisation and translation, which often leads to inconsistent names and addresses across versions.

Our approach

• Weeks 1–2 — structuring: compared three options (representative office, wholly owned company, joint venture) in terms of tax, profit repatriation and hiring; the investor chose a single-member limited liability company.
• Weeks 2–3 — document preparation: a bilingual Korean–Vietnamese checklist, guidance on legalisation in Korea and cross-checking of every translation.
• Weeks 3–4 — office: legal review of three lease options and negotiation of lease terms suitable for registering the head office.
• Weeks 4–8 — licensing: filed the investment registration application, responded to the licensing authority's clarification request, then completed enterprise registration, company seal and public disclosure.
• Weeks 8–11 — initial operations: opened the direct investment capital account, registered for tax, e-invoicing and digital signatures, and drafted bilingual employment and software service contract templates.

Results

The entity was ready to operate 11 weeks after the power of attorney was received and signed a service contract with its first customer in week 12. The investment application required only one round of clarification. In its first year the company hired 24 engineers and continued to use Corvane's full-service accounting and tax offering, with monthly reports sent to the Korean head office in both Korean and English.

“First-time investors in Vietnam need a clear week-by-week roadmap: who does what, and where each document is. That peace of mind matters as much as the licence itself.” — Mr Vu Duc Thanh, Partner, Corporate Legal, Corvane Advisory

Lessons learned

Licensing timelines depend on the authorities, but what the business controls — document quality, translations and the description of business lines — determines how many rounds of supplements are needed. Preparing accounting, tax and template contracts in parallel with licensing allows the entity to start operating as soon as its certificates are issued. A team that speaks the investor's language greatly reduces misunderstandings about post-licensing conditions and obligations.

Corvane also prepared a first-year compliance calendar covering investment project reports, the audited financial statements and capital contribution milestones, so that management in Korea could track everything on one page.