Legal basis: 

• Investment Law 2020 (enter in force since 01/01/2021, amended in 2022)
• Enterprise Law 2020, Law on Amendments and Supplements to the Law on Enterprises 2025
• Educational Law 2019
• Labour Law 2019
• The Decree No.86/2018/NĐ-CP on foreign cooperation and investment in educational majors.
• Circular No. 21/2018/TT-BGDĐT of the Ministry of Education and Training
• The others documents regarding taxation management, social insurance, foreign labour management.

I. Introduction:

In the integrative background, Viet Nam is known as the potential investment destination for Korean and Japanese corporations. Recently, Korea is the leading investor of Viet Nam, and Japan is ranked in Top 3 in general. The emergence of thousands of these nations’ investors contribute to the trend of foreign language educational and studying demand, especially Korean and Japanese.

Particularly:

• The employees: studying language is an essential capacity to have career opportunities in factories, agencies, Korean-Japanese corporations.
• Colleagues: create opportunities for studying aboard, participating in academic exchange programs or recruitment in Korean/Japanese. 
• Vietnamese companies: demand recruiting expert in Korean/Japanese increase gradually.

Due to these reasons, language center established by Korean or Japanese investors directly operate can bring up various of strength: 

• Procure the guidebooks, references and methods being compatible with international standards.
• Native tutors teach face-by-face which enhance the educational quality.
• Provide a professional academic environment, promoting the visibility of the center. 

Nevertheless, as education is the restricted business, obtaining the corporation registration certification is not as simple as launching a commercial company or agency. Investors shall satisfy legal, finance, facility and human resources conditions. 

II. Condition to establish language center owning foreign direct investment (FDI)

1. Condition of investors:

• Korean/Japanese investors are individuals or organizations. Individuals need legitimate passports, organizations need legitimate business registration licenses in the host country. 
• Finance ability demonstration: Through account balance,  audited finance report
• Investors shall have educational experience or co-operation plans with prestigious Vietnamese partners. In practice, various Korean/Japanese investors decide to joint venture with Vietnamese enterprises to facilitate the procedures. 

2. Infrastructure condition: 

• Headquarter: Must have long-term lease agreement, commonly exceeding 02 years, located in an area which is appropriate with the educational planning.

• Studying area: the area shall be at least 1,5m²/students at the busiest time. In case that having over 100 students, the center shall need at least 150m² area for classrooms. 

• Facility: desks, boards, screens, projectors, audio equipment, computers,… shall be qualified with education standards.

• Safety-Fire protection: It is compulsory to be granted a Fire Safety Certificate or System Safety Inspection Report. 

3. Training program condition:

• The center must have a detailed program: Goals, subject, course timeline, content, method, examination,…
• If teaching by origin Korean/Japanese guidebooks, they shall be translated into Vietnamese, with subtitles, and be reviewed by the Department of Education.

Ex: TOPIK references (Korean) or Minna no Nihongo (Japanese).

• Content must comply with Vietnamese education orientation, not containing critical elements.

4. Tutors/lectures system condition:

• Vietnamese tutors: must graduate foreign language/linguistics college or university, and have Pedagogical Certificate/Teaching Qualification Certificate
• Foreign tutors: being mandatory to have Bachelor of Degree or above, Foreign Language Teaching Certificate (TESOL / CELTA Certificate), Judicial Record and legit Labour License/Work Permit.
• The center shall hire 03-5 tutors while establishing, beside tutors’ qualified documents of each as above requirements.

5. Investment Charter condition:

• It is not regulated a certain amount, though it must be enough to maintain the operation for at least 01 first year.
• Commonly, the authority requires the charter should be over 01-2 billion (including floor rental fee, facilities, employees’ wages)

III. The procedure to register the language center:

The procedures involving 03 main stages, must follow as below:

1. Investment Registration Certificate (IRC) granting stage:

• Purpose:  Acknowledging the Korean/Japanese investors’ rights for implementing the education projects.

• Public authority: Foreign Economic Office – Department of Finance of the intended location of the center

• Documents: 

• • Investment project recommendation
  • Finance capacity evidences
  • Investors’ legal documents
  • Headquarter lease contract

• Processing time: Around 15 working days

2. Enterprise Registration Certificate (ERC) granting stage:

• Purpose:  Establishing the company owning legal entity in Viet Nam
• Public authority: Business Registration Office – Department of Finance.
• Common type of company: Sole Limited Liability Company or Limited Liability Company

• Documents: Charter, shareholders/members register, legal representative’s information.

• Processing time: 03-5 working days

3. Language center decision and operation license:

• Purpose: able to conduct the language training legally 
• Public authority: The Department of Education and Training
• Documents: 

• • Language center establishment proposal
  • Copy of the Enterprise Registration Certificate (ERC)
  • Infrastructure proof documents
  • List of tutors attached with degree and certificates
  • Detailed program proposal
• Processing time: estimated 20 working days

After implementing 03 stages above, foreign language center is officially able to have admissions and other legal activities.

IV. Important notice for Korean/Japanese investors

• Name of center: Formed in English, Korean or Japanese is permitted, though it is mandatory to attach a Vietnamese version for application. For instance: “Seoul Language Center – Trung tâm Ngoại ngữ Seoul”.

• Leasing location: Need to be examined whether it is allowed to build a training institution (some municipalities issue strict regulations about the land-planning)

• Work Permit: The native tutors are required to obtain Work Permit from the Department of Labour, Invalids and Social Affairs. In case of Work Permit immunity, it is stipulated to comply with the immunity confirmation process.

• Report obligations: The center shall submit the annual report for the Department of Labour, Invalids and Social Affairs in respect of the number of students and tutors, training results.

• Taxation and issuance: 

• • Companies must register tax, filing of VAT and Corporate Income Tax.
  • Employees (including tutors) must be allowed to participate in social and health issuance pursuant to regulations. 
• Branch expansion: For expanding institutions in other provinces, it is necessary to request for establishment approval and supplementary operational permits for each site.

V. Conclusion: 

It is considered that establishment of foreign language center with Korean investment funding gives numerous benefits; however complicated legal procedures are an issue. Otherwise, the center shall comply strictly with the requirements of tutors, facility, training program and annual finance report.

Thorough preparation will ensure the processing time can be faster from a few months to 1,5-02 months. In contrast, if the documents are not fully or unqualified (Ex: Lack of certificate for tutors, low-quality infrastructure), the documents are at risk of being returned.

Therefore, the secure and efficient solution is to request the legal service companies which have experience in the education and training field. With abundant experience in consulting Korean, Japanese investors in Viet Nam, our team is committed to assisting from the dossier preparation, obtaining the IRC, ERC, and operating license, through to the center’s official commencement.

VI. About Us, Hankuk Law Firm

■ Hankuk Law Firm – Introduction

The goal of the legal services provided by HANKUK LAW FIRM is to support businesses, investors, and people. Our organization employs skilled Korean lawyers, partners, and professionals to provide legal services to businesses related to corporations and litigation.

To support the startup process, our lawyers and staff provide a wide range of services, including business law consulting, tax and immigration law consulting, real estate services, business consulting, marketing and communications, human resources, product distribution, franchise options, etc. We provide expert advice on every aspect of your business needs.

To protect the legitimate rights and interests of our clients and achieve the best results, we provide legal advice and participate in civil lawsuits related to business, labor, marriage, family, and inheritance.

■ Contact us now

For reliable and effective legal advice, please contact HANKUK LAW FIRM now. We are committed to providing you with the best possible answers and our team of experienced lawyers has extensive knowledge in many legal fields. We are always here to provide the most competent and dedicated support, whether you are dealing with contractual issues, commercial disputes or need guidance on foreign investment. HANKUK LAW FIRM is honored to have assisted hundreds of domestic and international clients in skillfully resolving complex legal issues as their trusted legal partner. Do not let legal issues hinder your success. Let us accompany you towards legal achievement and comfort. For prompt guidance and support to ensure your rights are always maintained at the highest standards, contact HANKUK LAW FIRM now.

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