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Procedures of investment registration

Nguyễn Thành Tựu
0916.303.656

Name: NGUYEN THANH TUU-(MR. TONY)

Job title: MBA Lawyer – CEO- 

Phone: +84 9.19.19.59.39

Email: tuulawyer@nvcs.vn

Consultancy area: Investment- Tax- M&A – IP – Dispute settle.

Language: Vietnamese – English

THE PROCEDURES FOR GRANTING THE INVESTMENT REGISTRATION  CERTIFICATE

(Law on Investment 2014 and Decree No. 118/2015/ND-CP dated November 12, 2015 guiding for the Law on Investment)
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A. PROJECTS REQUIRING INVESTMENT REGISTRATION  CERTIFICATES

1. A project dossier consists of:

a) A written request for execution of the investment project;
b) A copy of the ID card or passport (if the investor is an individual); a copy of the Certificate of Establishment or an equivalent paper that certifies the legal status of the investor (if the investor is an organization).
c) An investment proposal that specifies: investor(s) in the project, investment objectives, investment scale, investment capital, method of capital rising, location and duration of investment, labor demand, requests for investment incentives, assessment of socio-economic effects of the project;
d) Copies of any of the following documents: financial statements of the last two years of the investor; commitment of the parent company to provide financial support; commitment of a financial institutions to provide financial support; guarantee for investor’s financial capacity; description of investor’s financial capacity;
e) Demand for land use; if the project does not use land allocated, leased out by the State, or is not permitted by the State to change land purposes, then a copy of the lease agreement or other documents certifying that the investor has the right to use the premises to execute the project shall be submitted;
f) Explanation for application of technologies to the project mentioned in Point b Clause 1 Article 32 of the Law on Investment, which specifies: names of technologies, origins, technology process diagram, primary specifications, conditions of machinery, equipment and primary technological line;
g) The business cooperation contract (if the project is executed under a business cooperation contract).
2. Authorities receiving the files

Investors shall submit the file in accordance with law to the investment registration agency, as follow:

– The Departments of Planning and Investment: investment projects located outside industrial zones, export processing zones, high-tech zones and economic zones.
– Industrial zone, export processing zone, high-tech zone or economic zone management boards: investment projects invested in industrial zones, export processing zones, high-tech zones and economic zones.
– The South Zone Management Boards: projects are invested in South City Zone.
B. PROJECTS WHICH DO NOT REQUIRE INVESTMENT REGISTRATION  CERTIFICATES TO BE ISSUED
The cases which do not require the procedures for issuance of an IRC to be carried out:
a) Investment projects of domestic investors;
b) Investment projects of economic organizations prescribed in the Article 23.2 of the Law on Investment 2014;
c) Investment in the form of capital contribution or purchase of shares or portion of capital contribution to an economic organization.

THE PROCEDURES FOR AMENDMENT OF IRC
(Law on Investment 2014 and Decree No.118/2015/ND-CP dated November 12, 2015 guiding for the Law on Investment)
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When there is a requirement for amendment of an IRC, the Investor shall carry out procedures for amendment of the IRC.

The application for amendment of IRC:

a) Written application for amendment of IRC;
b) Report on the status of implementation of the investment project up to the date of the application for amendment of the investment project;
c) Decision on amendment of the investment project of the investor;
d) Documents prescribed relating to the items to be amended:
  • Copy of the ID card or passport in case of individual investor; copy of the incorporation certificate or other equivalent document certifying the legal status in the case of investors being an organization;
  • Proposal for the investment project comprising the following items: investors implementing the project, investment objectives, investment scale, investment capital and method of raising capital, location, duration, investment schedule, need for labour, proposal for investment incentives, assessment of impact and socio-economic efficiency of the project;
  • Copy of any one of the following documents: financial statements for the last two years of the investor; commitments of the parent company to provide financial support; undertaking of a financial institution(s) to provide financial support; guarantee for the financial capability of the investor; or a document proving the financial capability of the investor;
  • Proposal for need of land use; where the project does not require the State to allocate or lease out land or to permit conversion of the land use purpose, a copy of the site lease agreement or other document certifying that the investor has the right to use the site for implementation of the investment project shall be submitted;
  • Explanatory statement on technology to be used in respect of the projects prescribed in the Article 32.1(b) of the Law on Investment 2014, including the following items: name of technology, origin of technology, diagram of technological process; main technical specifications, condition of machinery, equipment and main technological line to be used.

THE PROCEDURES FOR ASSIGNMENT OF INVESTMENT PROJECTS
(Law on Investment 2014 and Decree No. 118/2015/ND-CP on November 12, 2015 guiding for the Law on Investment)
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1. Conditions of Assignment of investments projects

An investor is entitled to assign all or part of the investment project to another investor upon satisfaction of the following conditions:

a) Not being one of the cases in which operation of the investment project is terminated;
b) Satisfy investment conditions applicable to foreign investors in case the investment project is conditional for foreign investors;
c) Comply with conditions prescribed in the law on land or the law on real estate business in case of assigning a project associated to the assignment of land use rights;
d) Conditions prescribed in the IRC or in accordance with other relevant laws (if any).
2. Procedure for Assignment of investment projects

In case of transfering a project which requires an IRC:

  • The investment project transfer contract in order to adjust the investor implementing the project;
  • Written application for implementation of the investment project;
  • Copy of the identity card or passport of the individual investors; copy of the incorporation certificate or other equivalent document certifying the legal status in the case the investors are organizations;
  • Proposal for the investment project comprising the following items: investors implementing the project, investment objectives, investment scale, investment capital and method of raising capital, location, duration, investment schedule, need for labour, proposal for investment incentives, assessment of impact and socio-economic efficiency of the project;
  • Copy of any one of the following documents: financial statements for the last two years of the investor; commitments of the parent company to provide financial support; commitments of a financial institution(s) to provide financial support; guarantee for the financial capability of the investor; or a document proving the financial capability of the investor;
  • Proposal for a need for land use; where the project does not require the State to allocate or lease out land or to permit conversion of the land use purpose, a copy of the site lease agreement or other document certifying that the investor has the right to use the site for implementation of the investment project shall be submitted;
  • Explanatory statement on technology to be used in respect of the projects prescribed in article 32.1(b) of Law on Investment, including the following items: name of technology, origin of technology, diagram of technological process; main technical specifications, condition of machinery, equipment and main technological line to be used;
  • BCC contract in case of BCC investment projects.
REVOCATION OF IRC
(Law on Investment 2014 and Decree No.118/2015/ND-CP dated November 12, 2015 guiding for the Law on Investment)
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A. The investment registration authority revoking the IRC where operation of the investment project is terminated:

The operation of an investment project shall be terminated in the following cases:

a) Where the investors decide to terminate the project;
b) Upon conditions terminating of operation prescribed in the contract or the charter of the enterprise;
c) Upon expiry of the operational duration of the investment project;
d) The investment project is one of the cases prescribed in the Aarticles 47.2 and 47.3 of the Law on Investment but the investors are unable to remedy conditions for suspension of operation;
e) The State reclaims the land implementating the investment project or the investor(s) no longer is permitted to use the investment site and fails to carry out the procedures for change of the investment site within six months from the date of the decision resuming the land or prohibiting the Investor(s) from using the investment site;
f) The operation of the investment project is suspended and the investment registration authority is unable to contact the investor(s) or its legal representative within twelve (12) months from the date of suspension of operation.
g) The investor fails to implement or is unable to implement the project in accordance with the schedule registered with the investment registration authority within twelve (12) months and the project is not a case in which the implementation schedule of the investment project may be postponed in accordance with the Article 46 of the Law on Investment;
h) Under an adjustment or decision of a court or an arbitration body.

Any question please contact NVCS for detail case-by-case legal advices.

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