Issue an Investment Registration Certificate in Vietnam

An investment registration certificate is a paper or electronic document recording the investor’s registration information about an investment project. This is the first type of document foreign investors are issued when carrying out foreign investment procedures in Vietnam.

In this article, Viet An Law would like to share some legal opinions on the application for an Investment Registration Certificate (not in the case of applying for policy approval) as follows:

Regulations on dossiers for issuing Investment Registration Certificate in Vietnam

Dossier of implementation of investment procedures means a dossier made by an investor to carry out procedures to issue 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 of 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.

Dossier of application for an Investment Registration Certificate in Vietnam

A dossier to issue an Investment Registration Certificate includes the following documents:

• A written request for implementation of an investment project;
• Documents on the legal status of the investor: a copy of the identity card or identity card or passport (if an individual); a copy of the certificate of incorporation or equivalent document and the passport of the capital manager (if it is an organization);
• An investment project proposal includes the following contents: investors implementing the project, objectives, scale and investment capital, capital mobilization plan, location, duration, investment progress, labor demand, proposal for investment incentives, impact assessment, socio-economic efficiency of the project;
• Documents proving the financial capacity of the investor include at least one of the following documents: 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;
• An investment project proposal includes the following principal contents: investor or investor selection form, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, implementation progress, information on the current status of land use at the project site and land use demand proposal (if any), demand for labor, proposal for investment incentives, impacts, socio-economic efficiency of the project, preliminary environmental impact assessment (if any) in accordance with the law on environmental protection.

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;

• 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;
• Contents of explanation of technologies used in investment projects, for projects subject to appraisal and collection of opinions on technologies in accordance with the law on technology transfer;
• Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any);
• Power of attorney for Viet An Law.

Place of application: Department of Planning and Investment where the project is implemented.

Order of processing: Within 15 days from the date of receipt of a complete and valid dossier, the Department of Planning and Investment will issue an Investment Registration Certificate to the foreign investor. In case of refusal to grant a grant, the Department of Planning and Investment will reply in writing clearly stating the reason.

Services of establishing foreign-invested companies of Viet An Law Firm

• Advising on conditions for establishing a foreign-invested company: capital contribution ratio of foreign investors in Vietnam; business conditions for trades; project implementation location; note the procedures before and after the establishment of a foreign-invested company;
• Advising on choosing the right type of company for investors: Limited company or joint stock company;
• Advising on opening a capital transfer account, capital contribution duration;
• Consulting and guiding investors to prepare necessary documents to establish a foreign-invested company;
• Advising and drafting company establishment documents for investors;
• Representing investors to work with competent state agencies of Vietnam in the process of carrying out company establishment procedures for investors (Application for Investment Registration Certificate, Business Registration Certificate, Business License,  License according to specialized requirements,  make legal entity seals, procedures after company establishment,…;
• Comprehensive, regular consultancy, accounting services, tax law package of activities arising in the process of conducting business in Vietnam for investors.