Reference situation:

Bomman Technology Solution is established in Vietnam and would like to establish a technology subsidiary in Cambodia with the expected capital valued at around VND one trillion. The company would like to consult lawyers about legal conditions and procedures for outward (offshore) investment.

Our legal advice:

1. Decision on offshore investment by the Prime Minister and Offshore investment registration certificate 

Under point b clause 2 Article 54 of Law on Investment 2014, Bomman company, with expected investment capital of VND one trillion, needs to perform the procedures of the issuance of a decision on offshore investment by the Prime Minister. Please click here to refer to the detailed necessary documents and procedures.

Within 05 working days from the date of the receipt of the decision on offshore investment by the Prime Minister, the Ministry of Planning and Investment will issue an offshore investment registration certificate to the company.

2. Remittance of investment capital oversea 

– The company is permitted to remit its investment capital oversea if it is eligible for the following conditions:

+ It has been issued with an offshore investment registration certificate

+ Its investment is approved by a competent authority of Cambodia or it has a document providing its right to conduct its investment activities in Cambodia.

+ It has a capital account with a credit institution operating in Vietnam, which is registered in the State of Bank of Vietnam

– The company is also permitted to remit its investment capital to serve the market survey, research, exploration and investment preparation before the offshore investment registration certificate is issued. However, investment capital is not permitted to exceed 5% of the total investment capital and USD 300,000.

3. Reporting offshore investment activities

The company must make the following reports in writing to relevant competent state agencies and the Foreign Investment National Port during its investment implementation:

– Report on the implementation of investment activities: Within a time-limit of 60 (sixty) days from the date on which the investment project is approved or licensed in accordance with laws of Cambodia, the company must notify in writing the implementation of the offshore investment activities accompanied by a copy of the written approval of the investment project or a document proving the right to carry out the investment activities in Cambodia to the Ministry of Planning and Investment, the State Bank of Vietnam and the diplomatic offices of Vietnam in Cambodia

– Quarter and annual reports: Quarterly and annually, the company must send a report on its offshore investment activities in Cambodia to the Ministry of Planning and Investment, the State Bank of Vietnam and the diplomatic offices of Vietnam in Cambodia

– A report after-tax finalization: Within a time-limit of 06 (six) months from the date on which there is the tax finalization report or a document of equivalent validity prescribed by the law of Cambodia, the company must report on its offshore investment activities accompanied by its financial statement, tax finalization report or a document of equivalent validity under the law of Cambodia to the Ministry of Planning and Investment, the State Bank of Vietnam, the diplomatic offices of Vietnam in Cambodia and other relevant competent state authorities of Vietnam.

4. Use of profits

When the company earns profits, the company can repatriate its profits from Cambodia to Vietnam or continue to use its profits in its offshore investment project in Cambodia:

– If the company would like to repatriate its profits, the company must, within a time-limit of 06 months from the date on which there is a tax finalization or a document of equal validity under the law of Cambodia, repatriate all the profits received and other incomes earned from the offshore investment project. If the company does not repatriate under this regulation, the company must notify in writing the Ministry of Planning and Investment and the State Bank of Vietnam. The company can extend the period for expatriation on no more than 02 occasions, and each such extension will not exceed 06 months and must be approved by the Ministry of Planning and Investment in writing.

– If the company uses its profits to increase capital and extend the offshore investment project, the company must carry out the procedures for amendment of their offshore investment registration certificate and report to the State Bank of Vietnam.

– If the company uses its profits to implement another offshore investment project, the company must carry out procedures for issuance of an offshore investment registration certificate for such investment project and register a capital account and schedule of remittance of investment capital in money to the State Bank of Vietnam.

This is the preliminary legal advice of Bizlawyer & Partners. Please do not hesitate to contact us through the following address should you have the demand to use our service. Bizlawyer & Partners looks forward to our cooperation. 

Bizlawyer & Partners Law Firm

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