Dossier for granting Investment Registration Certificate

Investment Registration Certificate (IRC) is a paper or electronic document recording the investor’s registration information about an investment project. It is an operation license issued by a competent authority to organizations and individuals conducting business and investment activities with sufficient conditions, usually attached to a specific geographical area, within a defined period of time. Viet An Law Firm would like to provide to Clients the application for IRC as follows.

Legal basis

• The Law on Investment 2020;
• Decree No. 31/2021/ND-CP elaboration of some articles of the law on investment;
• Circular No. 03/2021/TT-BKHDT prescribing templates for documents and reports related to investment activities in vietnam, outward investment activities and investment promotion activities.

Regulations on application for issuance of IRC

Dossier for implementation of investment procedures is a dossier made by an investor to conduct procedures for granting and adjusting the IRC in accordance with the Investment Law and relevant implemented documents.

A valid dossier shall have all the documents specified in the Law on Investment and implemented decree and the contents of those papers are fully declared in accordance with law.

Languages ​​used in the application for the IRC

• Investment procedures, documents and reports submitted to competent state agencies shall be made in Vietnamese.
• In case the dossiers for implementation of investment procedures contains documents in a foreign language, the investor must have a Vietnamese translation attached to the document in the foreign language.
• In case documents in the dossier for implementation of investment are made in Vietnamese and a foreign language, the Vietnamese version shall be used to carry out investment procedures.
• The investor is responsible in case there is a difference between the translated content or the copy and the original, as well as between the Vietnamese version and the foreign language version.

When IRC is required?

Cases in which the procedures for issuance of an IRC must be carried out include:

• Investment projects of foreign investors;
• Investment projects of the following economic organizations:
  • Having a foreign investor holding more than 50% of the charter capital or having the majority of general partners being foreign individuals, for economic organizations being a partnership;
  • There are economic organizations specified at Point a of this Clause holding more than 50% of charter capital;
  • Foreign investors and economic organizations specified at Point a of this Clause hold more than 50% of the charter capital.

Note: Economic organization means an organization established and operating in accordance with Vietnamese law, including enterprises, cooperatives, unions of cooperatives and other organizations conducting business investment activities.

Procedures for issuance of an IRC are divided into two cases: an investment project not subject to a decision on investment policies and an investment project subject to an investment policy decision.

Dossier for issuance of IRC for investment projects that are not subject to Approval of Investment Policies

Profile composition:

• A written request for implementation of the investment project;
• Documents on the investor’s legal status;
• Documents proving the investor’s financial capacity;
• Proposing investment projects;

If the construction law provides for the preparation of a pre-feasibility study report, the investor may submit a pre-feasibility study report instead of the investment project proposal;

• A copy of the paper on the land use right or other document determining the right to use the location for the implementation of the investment project in case the investment project does not request the State to allocate or lease land or to permit the implementation of the investment project. Change the purpose of land use.
• The explanation of the technology used in the investment project, for the project subject to appraisal and consultation on technology in accordance with the law on technology transfer;
• BCC contract for investment projects in the form of BCC contract;
• Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any).

Quantity of applications:  Investor submits 01 application

Location:

Management Boards of industrial park, export-processing zones, hi-tech parks and economic zones shall grant, adjust and revoke IRCs for investment projects in industrial parks, export-processing zones, hi-tech parks and economic zones.

• The Department of Planning and Investment shall grant, adjust and revoke the IRC for investment projects outside industrial parks, export processing zones, hi-tech zones and economic zones.
• The Department of Planning and Investment where the investor implements the investment project, locates or plans to set up an executive office to implement the investment project shall grant the IRC for the following investment projects:

1. a) Investment projects implemented in 02 or more provincial-level administrative units;
2. b) Investment projects implemented inside and outside industrial parks, export processing zones, high-tech zones and economic zones;
3. c) Investment projects in industrial parks, export processing zones, hi-tech parks or economic zones where the management board of industrial parks, export processing zones, hi-tech zones, economic zones has not been established or is not under the management of the Management Board of industrial parks, export processing zones, high-tech zones and economic zones.

Time for issuance of IRC: The investment registration authority shall grant the IRC to the investor within 15 days from the date of receipt of a valid application.

Dossier of application for an IRC for an investment project under the authority to decide on investment policies of the provincial People’s Committee

Dossier composition: A dossier of application for Approval of Investment Policy of an investment project proposed by an investor includes:

1. a) A written request for implementation of the investment project, including a commitment to bear all costs and risks if the project is not approved;
2. b) Documents on the investor’s legal status;
3. c) Documents proving the investor’s financial capacity;
4. d) Proposing investment projects;

If the construction law provides for the preparation of a pre-feasibility report, the investor may submit a pre-feasibility report instead of the investment project proposal;

1. dd) If the investment project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the paper on land use rights or another document determining the right to use the site shall be submitted to carry out investment projects;
2. e) The explanation of the technology used in the investment project, for the project subject to appraisal and consultation on technology in accordance with the law on technology transfer;
3. g) BCC contract for investment projects in the form of BCC contract;
4. h) Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any).

Quantity of applications : 04 sets of documents

Location: 

• The Department of Planning and Investment shall receive dossiers of application for Approval of Investment Policies for investment projects falling within the competence of the People’s Committees of provinces outside of industrial parks, export processing zones, and industrial zones. hi-tech, economic zones; investment projects implemented simultaneously inside and outside industrial parks, export processing zones, high-tech zones and economic zones; investment projects in industrial parks, export processing zones, hi-tech zones, economic zones where the management board of industrial parks, export processing zones, hi-tech zones, economic zones has not been established or is not under the management Management board of industrial parks, export processing zones, high-tech zones and economic zones
• The Management Board of industrial parks, export processing zones, hi-tech zones and economic zones shall receive dossiers of application for Approval of Investment Policies for investment projects falling within the competence of the People’s Committee of the People’s Committee of the People’s Committee of Vietnam for Approval of Investment Policies. provincial people in industrial parks, export processing zones, high-tech zones and economic zones.

Duration:

Application for Approval of Investment Policy of the provincial People’s Committee: Within 35 days from the date of receipt of the application, the investment registration agency must notify the investor of the result.

Grant for an IRC: 05 working days from the date of receipt of the written approval of the investment policy and concurrently with the investor’s approval for the investment project subject to the issuance of the IRC. .

Dossier for issuance of IRC for investment projects under the decision of the Prime Minister

Dossier composition:

Similar to the application file for an IRC, for an investment project under the decision on investment policy of the People’s Committee of the province.

Location: Ministry of Planning and Investment

Quantity of documents: 08 sets of documents

Duration:

Obtain Approve of Investment Policy:

• Within 3 working days from the date of receipt of a complete dossier, the Ministry of Planning and Investment shall send the dossier for appraisal opinions from relevant state agencies regarding the appraisal contents.
• Within 15 days from the date of receipt of the dossier, the consulted agency shall give its opinion on the contents under its state management and send it to the Ministry of Planning and Investment.
• Within 40 days from the date of receipt of the dossier, the Ministry of Planning and Investment shall organize the appraisal of the dossier and make an appraisal report, including the contents of appraisal, and submit it to the Prime Minister for approval of the investment policy.

Obtain an IRC: 05 working days from the date of receipt of the written approval of the investment policy and concurrently with the investor’s approval for the investment project subject to the issuance of the IRC.

Note: An investment project is concurrently under the authority to approve investment policies of two or more provincial-level People’s Committees, the Prime Minister shall designate the investment registration agency of a province or city directly under the authority of the Prime Minister. The central government issues an IRC for the entire project.

Dossier for issuance of IRCs for investment projects subject to the National Assembly’s Approval of Investment Policies

Dossier components: Similar to the application file for an IRC for an investment project under the decision on investment policy of the provincial People’s Committee.

Location: Ministry of Planning and Investment

Quantity of application: 20 sets of records

Duration:

Obtain Approve of Investment Policy:

• Within 15 days after receiving the complete dossier, the Ministry of Planning and Investment shall report to the Prime Minister to establish the State Appraisal Council.
• Within 90 days from the date of establishment, the State Appraisal Council shall organize the appraisal of the dossier and make an appraisal report including the appraisal contents for submission to the Government.
• At least 60 days before the opening date of the National Assembly session, the Government shall prepare and send a dossier of request for approval of the investment policy to the agency in charge of verification of the National Assembly.
• The National Assembly considers and passes a resolution on policy approval.

Obtain an IRC: 05 working days from the date of receipt of the written approval of the investment policy and concurrently with the investor’s approval for the investment project subject to the issuance of the IRC. .

Some questions related to the application for the IRC

Do Vietnamese investors’ projects have to carry out procedures for issuance of an IRC?

Projects of domestic investors are not required to grant IRCs. In case the investor wishes to issue an IRC for this investment project, the investor shall conduct the procedures for granting an IRC in accordance with regulations as in the case of continue to issue the IRC.

Documents proving the investor’s financial capacity include which documents?

Documents proving the financial capacity of the investor include: financial statements of the last 2 years of the investor; commitment to financial support of the parent company; financial institution’s commitment to financial support; guarantee on the financial capacity of the investor; other document proving the investor’s financial capacity (investor’s bank account statement).

An IRC is granted when it meets which conditions?

For an investment project that is not subject to Approval of Investment Policies, the investor shall be granted an IRC if it meets the following conditions:

• Investment projects not in sectors or trades banned from business investment;
• Having a location for the implementation of the investment project;
• Investment projects in accordance with the planning;
• Satisfy the conditions on investment rate per land area, number of employees (if any);
• Meeting market access conditions for foreign investors.

Service of applying for IRC of Viet An law firm

• Consulting on conditions and procedures for applying for an IRC;
• Consulting, drafting the application for the IRC;
• Representing investors to work with competent Vietnamese authorities in the process of carrying out procedures for applying for an IRC;
• Comprehensive, regular, legal advice after applying for an IRC and activities arising in the process of investors doing business in Vietnam.

Viet An Law supports and advises clients on activities after setting up a company in Vietnam as well as after the procedure for granting an IRC. Kindly contact to us for further information and gat the best advisory for investment in Vietnam market.