PROCEDURES FOR ISSUANCE AND ADJUSTMENT OF INVESTMENT REGISTRATION CERTIFICATES

In recent years, Vietnam has become an ideal destination for investment and business activities attracting many local and foreign investors. Key requirements in investment activities in Vietnam are procedures for registration of issuance and adjustment of investment registration certificates for investors. Accordingly, which cases investors must carry out statutory procedures for issuance of investment registration certificates and which cases must adjust investment registration certificates? The current Vietnamese investment law has specific provisions on this issue.

1. In which case, the procedures for issuance of investment registration certificates must be carried out?

According to the Law on Investment 2020, not all investors must carry out procedures for issuance of investment registration certificates, only investors with investment projects subject to procedures for issuance of investment registration certificates must carry out this procedure concrete:

Investment projects of foreign investors;

Investment projects of investment economic organizations such as the establishment of other economic organizations; investment in capital contribution, purchase of shares, purchase of contributed capital by other economic organizations; investment in the form of BCC contracts in one of the following cases:

(i) 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;

(ii) Having an economic organization specified at Point (i) above holding more than 50% of charter capital;

(iii) Having foreign investors and economic organizations specified at Point (i) above holding more than 50% of charter capital.

However, investors who do not belong to the above compulsory cases may still apply for investment registration certificates at competent agencies on demand.

2. How are the procedures for issuance and adjustment of investment registration certificates carried out?

Procedures for issuance of investment registration certificates by the Law on Investment 2020 based on whether the investor's project is subject to the approval of investment policies to carry out various procedures.

2.1. For projects subject to investment policy approval

For investment projects approved for investment policies simultaneously with investor approval and subject to the issuance of investment registration certificates:

Investors are granted investment registration certificates within 05 working days from the date of receiving the decision on approval of investment policies, decisions on approval for adjustment of investment policies, according to decisions on approval of investment guidelines, decisions on approval for adjustment of investment policies, investment registration agencies granting and adjusting investment registration certificates;

For investment projects under the competence to approve investment policies of 02 or more provincial-level People's Committees, based on the proposal of the Ministry of Planning and Investment, the Prime Minister shall assign the Department of Planning and Investment of a province or city at central level where the investor implements the investment project, placing or planning to set up an executive office to implement the investment project to grant the investment registration certificate.

For investment projects that have been approved for investment policies and investors who have won auctions or won bids; investment projects subject to investor approval and subject to the issuance of investment registration certificates: Investors shall submit a written request for grant of investment registration certificates to the investment registration offices.

The time limit for issuance of investment registration certificates: within 05 working days from the date the investment registration office receives the written request.

For investment projects subject to investor approval by the Management Board of economic zones: The management board of the economic zone decides to approve the investor simultaneously with the investor who is granted the Investment Registration Certificate.

For projects not subject to the issuance of investment registration certificates: when needed, investors shall submit to the investment registration offices dossiers including:

(i) A written request for issuance of the investment registration certificate;

(ii) A valid copy of the decision on approval of investment guidelines;

(iii) A valid copy of the decision on investor approval (if any).

The time limit for issuance of investment registration certificates: within 05 working days from the date of receiving the dossier.

2.2. For investment projects not subject to the approval of investment policies

- Investors applying include:

(i) A written request for implementation of the investment project;

(ii) Documents on the legality of the investor;

(iii) 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 the financial support of the parent company; financial support commitments of financial institutions; guarantee on the financial capacity of investors; other documents proving the financial capacity of the investor;

(iv) The investment project proposal includes the following main contents: investment type, investment objectives, investment scale, investment capital and plan for capital mobilization, location, duration, implementation schedule, information on the current status of land use at the project location and proposal of land use demand (if any), labor needs, proposals for the enjoyment of investment incentives, impacts, socio-economic efficiency of the project, preliminary assessment of environmental impacts (if any) under the law on environmental protection.

(v) In case the law on construction provides for the making of pre-feasibility study reports, investors may submit pre-feasibility study reports in place of investment project proposals;

(vi) In case the investment project does not request the State to assign or lease land, permit the change of land use purposes, it shall submit a copy of the land use right papers or other documents defining the right to use the location for the implementation of the investment project;

(vii) Contents of explanations on technologies used in investment projects for projects subject to appraisal and consultation on technologies by the law on technology transfer;

(viii) BCC contracts for investment projects in the form of BCC contracts;

(ix) Other documents related to the investment project, requirements on conditions, and capacity of investors as prescribed by law (if any).

The time limit for issuance of investment registration certificates: Within 15 working days, the investment registration agency grants the investment registration certificate to the investor after receiving a full and valid dossier.

- Procedures for adjustment of investment registration certificates are as follows:

In case of adjustment of investment projects related to the change of investment project name, investor name in the investment registration certificate: The investor shall submit a written request for adjustment of the investment project to the investment registration agency enclosed with documents related to the change of investment project name and investor name.

The time limit: within 03 working days from the date of receiving the written request for adjustment of the investment registration certificate.

In case of adjustment of investment projects other than the above contents: Investors shall submit 01 set of the dossier to the investment registration office including (i) A written request for adjustment of the investment project, (ii) Report on the implementation of the investment project to the time of adjustment, (iii) The decision of the investor on the adjustment of the investment project to the investor being an organization and (iv) Explanation or provision of documents related to the adjustment of the contents specified in the Investment Registration Certificate (if any).

The time limit: within 10 working days from the date of receiving a valid dossier.

3. Which agency is competent to carry out procedures for issuance and adjustment of investment registration certificates?

The Department of Planning and Investment is the agency carrying out procedures for the issuance, adjustment, and recovery of investment registration certificates for the projects mentioned below:

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

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

Investment projects in industrial parks, export processing zones, high-tech parks, and economic zones where management of industrial zones, export processing zones, high-tech parks, economic zones or not under the management board of industrial zones, export processing zones and high-tech parks have not yet been established.

In addition, the Management Board of industrial parks, export processing zones, high-tech parks, and economic zones are also competent to grant, adjust and revoke investment registration certificates for the following investment projects:

Investment projects on construction and business of infrastructure of industrial parks, export processing zones, high-tech parks, and functional zones in economic zones;