Legal Support for Expansion into Southeast Asia and South Asia

Integrated Legal Support Bridging Local Operations and Japanese Legal Affairs

The overseas expansion strategies of Japanese companies are undergoing significant changes, driven by factors including the decentralization of manufacturing bases, the restructuring of supply chains and the development of new consumer markets.

 

Southeast Asia particular the ASEAN countries, and South Asia, led by India’s strong economic growth, continue to attract significant attention as promising markets for expansion by Japanese companies.

 

However, when expanding overseas, Japanese companies must do more than establishing of a local corporate entity and obtaining the necessary permits and licenses. Japanese companies must  also handle a wide range of legal issues, including foreign investment regulations, labor and human resources matters, taxation, intellectual property, M&A, compliance and dispute resolution. As systems and business practices vary significantly from country to country, conducting business practices developed Japan can lead to significant risks.

 

With our many years of experience supporting Japanese companies in their overseas expansion, we work closely with network of trusted local counsel and other experts to provide comprehensive support for outbound investment in Southeast Asia and South Asia.

 

 

Why Southeast Asian and South Asian Markets?

アジアの高層ビル街

Southeast Asia and South Asia are massive markets with by a combined population of over 2.5 billion people. Vietnam, Thailand, Indonesia, the Philippines, Malaysia, and Singapore and other ASEAN countries offer both stable economic growth and significant opportunities for investment in manufacturing, logistics and the digital economy. In addition, South Asia, particularly India, is gaining prominence as a centre for the IT industry and start-up sectors, and also as an increasingly attractive location for manufacturing investment.

Furthermore, due to recent heightened geopolitical risks and a re-evaluation of supply chains, an increasing number of Japanese companies have adopted the “China Plus One” strategy. This trend has increased the importance of legal support tailored to business expansion across multiple countries.

Legal Challenges when Expanding Overseas

Companies expanding overseas require ongoing legal support not only for the procedures of establishing companies and commencing operations, but also  for the subsequent development of their business.

 

Legal support will be required for:

  • establishing local subsidiaries, branches, or representative offices;
  • complying with foreign investment regulations;
  • obtaining business licenses and permits;
  • preparing employment contracts and formulating work rules for local employees;
  • complying with the personal data protection legislation and competition laws; and
  • drafting and negotiating distribution agreements, manufacturing service agreements, and joint venture agreements, and various other commercial contracts.

As the overseas business expands, sophisticated legal support may also be required for M&A transactions with local companies, the formation of joint ventures, due diligence, the drafting and negotiation of investment and shareholders’ agreements and post-merger integration support and other activities.

 

In recent years, compliance standards applicable to Japanese companies, including in areas such as ESG, business and human rights, human rights due diligence, anti-corruption, economic security, and export controls have become increasingly strict. This has increased the importance of establishing management systems that cover both the Japanese parent companies and their overseas subsidiaries.

 

 

 

Our Strengths

Our firm has extensive experience advising on the overseas expansion of Japanese companies and cross-border transactions. We provide practical legal advice that take into account both Japanese and local laws and business practices.

 

Since 2011, we have regularly provided support to Japanese companies in partnership with local law firms in Vietnam, covering fields such as market entry, obtaining licenses , engaging with regulatory authorities, M&A, labor matters and dispute resolution. In 2024, we established Atsumi & Sakai Vietnam Law Firm in Ho Chi Minh City, creating a framework for collaboration between Japanese attorneys and local counsel and other professionals.

 

In addition to Vietnam, we support the overseas expansion of Japanese companies by leveraging our trusted network of law firms, accounting firms and tax professionals in Thailand, Indonesia, Malaysia, the Philippines, Cambodia, Laos, Myanmar, India and Sri Lanka.

 

A key strength of our firm is that we coordinate with counsel and other professionals from various countries through a single point of contact in Japan as opposed to consulting with local experts on a case-by-case basis. This integrated approach enables us to provide consistent, high-quality and prompt legal advice and other support including for projects spanning multiple countries.

 

 

複数のビジネスパーソンが打ち合わせをする姿

Comprehensive Support with a Long-Term Perspective

Expanding overseas involves more than setting up a local subsidiary.

 

New legal challenges arise at every stage of business operations, including the establishment of governance structures and whistleblowing systems, management of overseas subsidiaries, defining the responsibilities of local executives, resolving labor issues, providing compliance training, conducting fraud investigations, and resolving contractual disputes.

 

We provide long-term support for the overseas business operations of Japanese companies, ranging from market-entry feasibility studies to establishing companies, negotiating contracts, M&A, ongoing business operations, business restructuring and market exit. For companies expanding into multiple countries, we compare and analyze the legal systems of each country using cross-jurisdictional approaches and provide advice on establishing a group-wide legal and compliance framework.

 

 

 

Expansion into Southeast Asia and South Asia as a Robust Growth Strategy

While overseas expansion presents significant growth opportunities for Japanese companies, it is very challenging to succeed without an understanding of the legal systems and business practices of each country. An effective legal strategy not only reduces risk but also accelerates business development and plays a major role in building trust with local stakeholders.

 

As a trusted partner to Japanese companies, Atsumi & Sakai provides legal services that address a wide range of needs, from market entry to business expansion to M&A and compliance matters in Southeast Asia and South Asia. If you are considering expanding your business overseas, please feel free to contact us.