Not all investment projects are required to carry out investment registration procedures at competent state agencies, but the 2020 Investment Law stipulates that only the following investment projects must apply for an Investment Registration Certificate (investment registration procedures).
Legal bases
Cases need registering investment in Vietnam
According to the provisions of Clause 1, Article 37 of the Law on Investment 2020, investment projects that are required to register for investment include:
- Investment projects of foreign investors;
- Economic organizations must satisfy conditions and carry out investment procedures as prescribed for foreign investors when investing in the establishment of other economic organizations; investment in capital contribution, purchase of shares, purchase of contributed capital of other economic organizations; investment in the form of BCC contract if such economic organization falls into one of the following cases:
- Having foreign investors holding more than 50% of charter capital or the majority of general partners being foreign individuals, for economic organizations being partnerships;
- Having foreign investors being economic organizations holding more than 50% of charter capital;
- There are foreign investors and foreign economic organizations holding more than 50% of charter capital.
Cases do not need registering investment in Vietnam
Other investment projects that are not subject to investment procedures include:
- Investment projects of domestic investors;
- Investment projects of economic organizations investing in the establishment of economic organizations, investing in capital contribution, purchase of shares and capital contributions of economic organizations; investment under BCC contract does not fall into one of the cases in which the above investment procedures must be carried out;
- Investment projects in the form of capital contribution, share purchase, capital contribution of economic organizations.
Note: for investment projects that must apply for a policy decision, the procedures for applying for a policy decision must be carried out before implementing the investment project.
Dossier to register for Investment Registration Certificate in Vietnam
- A written request for implementation of an investment project.
- Documents proving legal status:
- For institutional investors: a copy of the Certificate of Incorporation or other equivalent document confirming the legal status for institutional investors.
- For individual investors: Copy of identity card/identity card or passport for individual investors.
- An investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital. and capital mobilization plan, location, duration, investment schedule, labor demand, proposal for investment incentives, impact assessment, socio-economic efficiency of the project.
- Proof of financial capacity of the investor:
- For institutional investors: financial statements of the last 02 years of the investor. Or pledge financial support from the parent company. Or pledge financial support by the financial institution. Or guarantee on the financial capacity of the investor. Or documents explaining the financial capacity of the investor.
- For individual investors: confirmation of account balance, passbook;
- Head office lease contract, Documents proving the lessor’s leasing right (Certificate of land use right, Construction permit, Certificate of business registration with real estate business function of the lessor or equivalent documents).
- Proposing land use needs; in case the project does not request the State to allocate land, lease land, permit change of land use purpose, submit a copy of the site lease agreement or other document certifying that the investor has the right to use the location for the implementation of the investment project;
- Explanation on use of technology applied to investment projects, for projects using technologies on the list of technologies restricted from transferring in accordance with the law on technology transfer, including: technology name, technology origin, technological process diagram; main technical parameters, usage status of machinery, equipment and main technological lines;
Where to apply:
- Department of Planning and Investment of the province where the company is headquartered.
- Management boards of industrial parks, export processing zones, high-tech parks and provincial economic zones where the company is headquartered.
Foreign invested company establishment service of Viet An Law Firm
- Advising on conditions for establishing foreign-invested companies for investors according to each specific business field or according to the investor’s nationality;
- Advising on choosing the right type of company for investors: Limited Company or Joint Stock Company, head office address, capital, business lines, opening a capital transfer account, capital contribution duration;
- Advising and drafting company establishment documents for investors;
- Consulting, drafting and submitting dossiers for investment registration certificates to investors;
- Representating for the investor to work with competent state agencies of Vietnam in the process of establishing enterprises for investors (Application for Investment Registration Certificate, Business Registration Certificate, making legal entity seals, announcing seal samples, procedures after company establishment, tax – accounting legal consulting services, profit transfer abroad, labor – insurance, issues related to intellectual property rights …;
- Applying for a foreign loan to a business borrowed from a parent company or a foreign organization.
- Comprehensive consulting on activities arising in the process of doing business in Vietnam for investors.
Customers wishing to register (foreign) investment, set up a new business in Vietnam, please contact Viet An Law Firm for the best support.
