Not all investment projects must carry out investment registration procedures at a competent state agency, the Law on Investment 2020 stipulates that only the following investment projects must carry out procedures to apply for granting an Investment Registration Certificate (procedures for the investment registration).
Legal basis
Cases required to apply for investment registration in Vietnam
According to the provisions of Clause 1, Article 37 of the Law on Investment 2020, investment projects that require investment registration include:
- Investment projects of foreign investors;
- Economic organizations must satisfy the conditions and carry out investment procedures as prescribed for foreign investors when investing in establishing other economic organizations; Investing in the capital contribution, purchasing shares, purchasing capital contributions from other economic organizations; Investing in the form of BCC contract if that economic organization falls into one of the following cases:
- foreign investors are holding more than 50% of the charter capital or the majority of partners are foreign individuals for economic organizations that are partnerships;
- some foreign investors are economic organizations holding more than 50% of the charter capital;
- foreign investors and foreign economic organizations are holding more than 50% of the charter capital.
Cases required to not apply for investment registration in Vietnam
Other investment projects that do not require investment procedures include:
- Investment projects of domestic investors;
- Investment projects of economic organizations which is investing in establishing economic organizations, contributing the capital, purchasing shares, and capital contributions of economic organizations; Investing under a BCC contract does not fall into one of the cases where the above investment procedures must be carried out;
- Investment projects in the form of contributing capital, purchase of shares, and capital contributions of economic organizations.
Note: For investment projects that require a policy decision, the procedure for applying for a policy decision must be performed first, and only after the policy decision is granted, the investment project will be implemented.
Application dossier for granting an investment registration certificate in Vietnam
- A written requesting the implementation of the investment project.
- Documents proving the legal status:
- For organizational investors: a copy of the Establishment Certificate or other equivalent document certifying the legal status of the organizational investor.
- For individual investors: a copy of citizen’s ID card or passport for individual investors.
- The investment project proposal includes the following contents: investor implementing the project, investment objective, investment scale, investment capital and capital mobilization plan, location, duration, investment progress, labor needs, proposals for investment incentives, and assessment of the project’s socio-economic impact and efficiency.
- A written proof of the investor’s financial capacity:
- For organizational investors: financial statements of the nearest 02 years of the investor’s. Or commit to the financial support from the parent company. Or commit to financial support from a financial organization. Or guarantee the investor’s financial capacity. Or documents explaining the investor’s financial capacity.
- For individual investors: confirm the account balance and savings book;
- A head office lease contract, Documents proving the lessor’s leasing rights (Certificate of land use rights, Construction Licence, Enterprise Registration Certificate with the function about the real estate business of the lessor, or equivalent documents).
- Propose of land use needs; In case the project does not request the State to allocate the land, lease the land, or allow to change of the land use purpose, submit a copy of the location lease agreement or other documents confirming that the investor has the right to use the location for implementation the investment project;
- Explanation on the use of technology for investment projects, projects using technology on the List of technologies restricted from transfer according to the provisions of the law on technology transfer, including the following contents: name of technology, the origin of technology, technology process diagram; main technical parameters, usage status of main machinery, equipment, and technological lines;
Place of submitting the dossier:
- Department of Planning and Investment of the province where the company’s headquarters is located.
- Management board of industrial parks, export processing parks, high-tech parks, and provincial economic parks where the company is headquartered.
Services for establishing the foreign-invested enterprise of Viet An Law Firm
- Consulting on conditions for establishing foreign-invested companies for investors according to each specific business sector or according to the investor’s nationality;
- Consulting on choosing the type of the appropriate company for investors: Limited Liability Company or Joint Stock Company, address of the head office, capital, business lines, opening an account to transfer the capital, duration to contribute the capital;
- Consulting and drafting the company establishment dossier for investors;
- Consulting, drafting, and submitting the dossier to apply for granting an Investment Registration Certificate for investors;
- Investor representative works with competent Vietnamese state agencies in the process of the enterprise for the investor (Apply for granting an Investment Registration Certificate, Enterprise Registration Certificate, making the legal entity seal, announcement of seal samples, procedures after establishing an enterprise, services for legal consulting on tax – accounting, transferring profits abroad, labor – insurance, issues related to intellectual property rights…;
- Register a foreign loan for an enterprise to borrow from a parent company or foreign organization.
- Comprehensive consulting on activities arising during the process of conducting business in Vietnam for investors.
The above article is our advice on cases required to apply for investment registration in Vietnam. Customers wishing to register the (foreign) investment or establish a new enterprise in Vietnam, please contact Viet An Law for the best support.
