Dossier to issue Investment Registration Certificate in Vietnam

Investment registration certificate (Investment Registration Certificate) 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 carrying out qualified business investment activities that is usually attached to the locality specific tables, for specified time periods. Viet An Law Firm would like to send you  the following application for an Investment Registration Certificate:

Legal bases

• Investment Law 2020;
• Decree 31/2021/ND-CP detailing and guiding the implementation of a number of articles of the investment law;
• Circular 03/2021/TT-BKHDT stipulates the form of documents and reports related to investment activities in Vietnam, investment from Vietnam to abroad and investment promotion.

Regulations on dossiers to issue Investment Registration Certificate in Vietnam

Dossier of implementation of investment procedures means a dossier made by an investor to carry out procedures for issuance and adjustment of the Investment Registration Certificate in accordance with the Law on Investment and relevant guiding documents.

A valid dossier is a dossier containing sufficient components of papers as prescribed in the Law on Investment and this Decree and the contents of such papers are fully declared in accordance with the provisions of law.

Language used in the dossier to issue the Investment Registration Certificate in Vietnam

• Dossiers of implementation of investment procedures, documents and reports sent to competent state agencies shall be made in Vietnamese.
• In case the dossier of implementation of investment procedures contains documents in a foreign language, the investor must have a Vietnamese translation together with documents in a foreign language.
• In case papers and documents in the dossier of implementation of investment procedures are made in Vietnamese and foreign languages, the Vietnamese version shall be used to carry out investment procedures.
• The investor is responsible in case there is a discrepancy between the translated content or the original copy and in case there is a difference between the Vietnamese version and the foreign version.

Cases in which an Investment Registration Certificate must be issued in Vietnam

Cases in which procedures to issue an Investment Registration Certificate must be carried out include:

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

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

Procedures to issue an Investment Registration Certificate are divided into 02 cases: Investment projects not subject to decisions on investment policies and Investment projects subject to decisions on investment policies.

Dossiers to issue Investment Registration Certificate for investment projects not subject to approval of investment policies in Vietnam

Dossier Composition:

a) A written request for implementation of an investment project
b) Documents on the investor’s legal status;
c) Documents proving the financial capacity of the investor;
d) Investment project proposal;
Where the law on construction provides for the preparation of a pre-feasibility study report, the investor may submit the pre-feasibility study report instead of the investment project proposal;
dd) A copy of a document on land use right or other document determining the right to use the location for the implementation of an investment project in case the investment project does not request the State to allocate land, lease land, permit change of land use purpose.
e) Explanations on technologies used in investment projects, for projects subject to appraisal and collection of opinions on technologies in accordance with the law on technology transfer;

g) BCC contract for investment projects in the form of BCC contract;
h) Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any).

Number of documents:  Investor submits 01 application

Where to apply:

Management Boards of industrial parks, export processing zones, hi-tech parks and economic zones shall grant, adjust and revoke investment registration certificate 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 investment registration certificate for investment projects outside industrial parks, export processing zones, hi-tech parks 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 for the implementation of the investment project shall issue an Investment Registration Certificate for the following investment projects:

a) Investment projects implemented in 02 or more provincial-level administrative units;

b) Investment projects implemented inside and outside industrial parks, export processing zones, hi-tech parks and economic zones;

c) Investment projects in industrial parks, export processing zones, hi-tech parks, economic zones where management boards of industrial parks, export processing zones, hi-tech parks, economic zones have not been established or are not under the management of management boards of industrial parks or export processing zones, Hi-tech parks, economic zones.

Time to issue Investment Registration Certificate: The investment registration agency shall issue the Investment Registration Certificate to investors within 15 days from the date of receipt of valid dossiers.

Dossiers of application for Investment Registration Certificate for investment projects subject to decisions on investment policies of provincial-level People’s Committees

Composition of dossier: A dossier  of application for approval of investment policies of an investment project proposed by an investor includes:

1. a) A written request for implementation of an 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 financial capacity of the investor;
4. d) Investment project proposal;

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

1. dd) In case the investment project does not request the State to allocate land, lease land, permit change of land use purpose, submit copies of land use right papers or other documents determining the right to use the location for the implementation of the investment project;
2. e) Explanations on technologies used in investment projects, for projects subject to appraisal and collection of opinions on technologies 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).

Number of documents: 04 sets of documents

Where to apply: 

• The Department of Planning and Investment shall receive dossiers of application for approval of investment policies for investment projects under the investment policy approval competence of provincial-level People’s Committees outside industrial parks, export processing zones, hi-tech parks and economic zones; investment projects shall be carried out simultaneously both inside and outside industrial parks, export processing zones, hi-tech parks and economic zones; investment projects in industrial parks, export processing zones, hi-tech parks, economic zones where management boards of industrial parks, export processing zones, hi-tech parks, economic zones have not been established or are not under the management of management boards of industrial parks, export processing zones, hi-tech parks, etc Economic Zone
• Management boards of industrial parks, export processing zones, hi-tech parks and economic zones shall receive dossiers of application for approval of investment policies for investment projects under the competence of provincial-level People’s Committees for implementation in industrial parks, export processing zones, high-tech parks, economic zones.

Processing Time:

Application for approval of investment policies of provincial People’s Committees: Within 35 days from the date of receipt of the dossier, the investment registration agency must notify the result to the investor.

Application for an investment registration certificate: 05 working days from the date of receipt of the written approval of the investment policy concurrently with the investor’s approval for an investment project subject to the issuance of an Investment Registration Certificate.

Dossiers to issue Investment Registration Certificate for investment projects under the decision of the Prime Minister

Composition of the dossier: Similar  to the dossier of application for an Investment Registration Certificate for an investment project subject to decision on investment policies of the People’s Committee of the province.

Place of application: Ministry of Planning and Investment

Number of documents: 08 sets of documents

Processing Time:

Apply for approval of investment policy:

• Within 03 working days from the date of receipt of a complete dossier, the Ministry of Planning and Investment shall send the dossier to collect appraisal opinions of state agencies related to the appraisal contents
• Within 15 days from the date of receipt of the dossier, the consulted agency shall give appraisal opinions 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 appraise the dossier and make an appraisal report including appraisal contents and submit it to the Prime Minister for approval of the investment policy.

Application for an investment registration certificate: 05 working days from the date of receipt of the written approval of the investment policy concurrently with the investor approval for an investment project subject to the issuance of an Investment Registration Certificate

Note:  The investment project is also under the competence to approve investment policies of 02 or more provincial People’s Committees, the Prime Minister shall appoint the investment registration agency of a province or centrally-run city to issue an Investment Registration Certificate for the entire project.

Dossiers to issue Investment Registration Certificate for investment projects subject to  approval of investment policies by the National Assembly

Composition of the dossier: Similar  to the dossier  of application for an Investment Registration Certificate for an investment project subject to decision on investment policies of the People’s Committee of the province.

Place of application: Ministry of Planning and Investment

Number of dossier: 20 sets of documents

Processing Time:

Apply for approval of investment policy:

• Within 15 days from the date of receipt of a complete dossier, the Ministry of Planning and Investment shall report to the Prime Minister to establish a State Appraisal Council.
• Within 90 days from the date of establishment, the State Appraisal Council shall appraise the dossier and make an appraisal report including 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 investment policies to the agency in charge of verification of the National Assembly.
• The National Assembly shall consider and adopt a resolution on approval of the guidelines.

Application for an investment registration certificate: 05 working days from the date of receipt of the written approval of the investment policy concurrently with the investor’s approval for an investment project subject to the issuance of an Investment Registration Certificate.

Some questions related to the application to issue an Investment Registration Certificate

Do Vietnamese investors’ projects have to carry out procedures to issue Investment Registration Certificate?

Projects of domestic investors are not required to carry out procedures to issue Investment Registration Certificate. In case the investor wishes to issue an Investment Registration Certificate for this investment project, the investor shall carry out the procedures to issue an Investment Registration Certificate according to regulations as in the case of having to carry out procedures to issue an Investment Registration Certificate.

What documents proving the financial capacity of the investor include?

Documents proving the financial capacity of the investor include: financial statements of the last 02 years of the investor; commitment to financial support of the parent company; commitment to financial support of the financial institution; guarantee on the financial capacity of the investor; Other documents proving the financial capacity of the investor (statement of the investor’s bank account).

What conditions are granted when the investment registration certificate is met?

For investment projects not subject to approval of investment policies, investors shall be granted an Investment Registration Certificate if satisfying the following conditions:

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

Service of applying for investment registration certificate of Viet An Law Firm

• Advising on conditions and procedures for applying for an investment registration certificate;
• Consulting, drafting dossiers for investment registration certificate;
• Representing investors to work with competent state agencies of Vietnam in the process of carrying out procedures for application for an Investment Registration Certificate;
• Comprehensive, regular and legal advice after applying for an Investment Registration Certificate and activities arising during the investor’s business in Vietnam.