PROCEDURES FOR TERMINATION OF OUTWARD INVESTMENT REGISTRATION CERTIFICATE

Legal policy in our country is now increasingly facilitating and promoting overseas investment activities of enterprises. However, for some different reasons stemming from different objective and subjective factors such as the current epidemic situation, financial capacity, enterprises stopped investing in activities abroad. Enterprises that want to terminate an investment project in overseas must carry out the termination procedures of the outward investment registration certificate.

Legal grounds:

Law on Investment 2020;

Decree 31/2021/ND-CP.

1. In which cases the validity of an outward investment registration certificate is terminated?

Article 64.1 of the Law on Investment 2020 stipulates the cases in which the certificate of the outward investment registration certificate is terminated:

- The investor decides to terminate the operation of the investment project;

- The operation term of the investment project expires by the law of the host country;

- According to the conditions for termination of operation specified in the contract, the enterprise's charter;

- The investor transfers all of the overseas investment capital to the foreign investor;

- After 24 months from the date of issuance of the Certificate of offshore investment registration, the investor fails to implement or is unable to carry out the investment project according to the schedule registered with the housing management agency and not to carry out procedures for adjusting the progress of investment projects;

- The overseas economic organization is dissolved or goes bankrupt under the law of the host country;

- According to court judgments, decisions, arbitral awards.

Investors who carry out the procedures for terminating the validity of the outward investment registration certificate in the above cases are responsible for carrying out the procedures for terminating the operation of the overseas investment project according to the provisions of the laws of the host country.

2. Which agency has the authority to terminate the investment registration certificate?

The Ministry of Planning and Investment is responsible for the termination of the validity of the outward investment registration certificate.

3. What is the order of carrying out the procedures for invalidation of the outward investment registration certificate?

Article 87 of Decree 31/2021/ND-CP has detailed instructions on the application file and the order to terminate the validity of the outward investment registration certificate.

- Documents to request procedures for invalidation of outward investment registration certificates, investors need to prepare including 02 sets of dossiers of request for invalidation of offshore investment registration certificates (including 1 set of original documents) the following documents:

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

(ii) The originals of the issued outward investment registration certificates;

(iii) The decision to terminate the overseas investment project by the provisions of Article 59 of the Law on Investment 2020;

(iv) Documents proving that the investor has completed the termination and liquidation of the project and transferred all money, assets, and revenues from project termination or liquidation back home according to the provisions of Article 86 of Decree 31/2021/ND-CP;

(v) Documentation of investor's legal status.

- The order of handling documents of request for invalidation of the outward investment registration certificate is as follows:

(i) After receiving the application file from the investor, the Ministry of Planning and Investment checks the validity of the application. In case the dossier is invalid or has contents that need to be clarified, the investor will receive a written notice to complete the dossier.

(ii) The Ministry of Planning and Investment shall send documents to the State Bank of Vietnam for comments on foreign exchange transactions of investors; investors' compliance with regulations of law on foreign exchange, violations and handling of violations within their competence (if any);

(iii) The time limit for settlement: Within 15 days from the date of receipt of valid documents.

When issuing a decision on invalidation and revocation of the Certificate of offshore investment registration, the Ministry of Planning and Investment shall send it to the investor, and at the same time send a copy to the State Bank of Vietnam, the Ministry of Finance, and the Ministry of Foreign Affairs, Ministry of Labor - Invalids and Social Affairs, line ministries, People's Committees of provinces, and centrally-run cities.

- In case of termination of an offshore investment project, as prescribed at point d clause 1 Article 64 of the Law on Investment 2020, before transferring the entire overseas investment capital to the foreign investor and terminating the investment, project termination, the investor must notify the State Bank of Vietnam.

- In case of termination of an outward investment project as prescribed at point đ clause 1 Article 64 of the Law on Investment 2020, but the investor fails to carry out procedures for invalidation of the outward investment registration certificate then the Ministry of Planning and Investment shall terminate the certificate of outward investment registration and send it to the investor and relevant state management agencies. After the certificate of outward investment registration is terminated, if the investors want to continue implementing the offshore investment project, the investors must carry out the procedures for the issuance of the outward investment certificate according to the regulations. investment law.

- For projects subject to the approval of outward investment policies, the investor or the agency deciding the outward investment shall terminate the project and report to the competent agency or person competent to approve the policy of outward investment.

ADK & Co Vietnam Lawyers Law Firm