Foreign investor when performs an investment project in Vietnam often choose the form of establishing economic organizations (company). Therefore, the investor must carry out the procedures for applying the investment registration certificate (“IRC”) to Vietnamese authority.  

How to perform the procedure for granting IRC? What conditions do investors need to satisfy? Which applications are necessary?

The following article will help investors who are planning to invest in Vietnam to solve these issues in the most comprehensive manner.

Therefore, in order to help foreign investors have an overview, Bizlawyer will advise on the procedures and conditions for performing the procedure for investment project application in accordance with the current law.

Conditions for implementing an investment project

Pursuant to Article 22 of the 2014 Investment Law: Before being established as an economic organization, a foreign investor must have an investment project and be granted an IRC. Foreigner investor has to satisfy the following conditions:

1. The scale of Charter capital ownership: Foreign investors may own an unlimited charter capital in a business organization, except for the following cases:

• The ownership scale of foreign investor in listed companies, public companies, securities trading organizations and securities investment funds in accordance with the law on securities;
• The ownership scale of foreign investor in equitized state-owned enterprises or converted in other forms shall comply with the law on equitization and conversion of state enterprises;
• The ownership scale of foreign investor not in accordance with the above provisions shall comply with other provisions of relevant laws and treaties to which the Socialist Republic of Vietnam is a member.

2. Investment form, scope of activities, Vietnamese partners participating in the implementation of investment activities and other conditions under the provisions of international treaties to which the Socialist Republic of Vietnam is a member

The person in charge of performing procedures

Investors having investment projects in Vietnam carry out administrative procedures with the investment registration agency.

Licensing authority

• Competent agencies issuing Decision on Investment Policy: National Assembly/Prime Minister/Provincial People’s Committee
• Agencies granting IRC: Provincial Department of Planning and Investment

=> In addition, our client could explore more about the investment form of purchase of share/capital contribution in Vietnam. 

Stage 1: Procedures for Decision on investment policy (applicable to projects decided by the Provincial People’s Committee) 

Step 1: Submit applications for approval of investment policy

The investor submits a set of applications to the investment licensing authority. A valid set of applications includes:

• Application for implementing of investment project;
• Copy of identity card or passport for individual investor; copy of the Establishment Certificate or other equivalent documents certifying the legal status for institutional investors;
• Proposal of investment project including the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital raising plan, location, duration, schedule of investment. investment, labor demand, proposal of investment incentives, impact assessment, socio-economic efficiency of the project;
• Copy of one of the following documents: financial statement of the latest 2 years of the investor; financial commitment of the parent company; financial institutions’ commitment to financial support; guarantee of financial capacity of the investor; documents explaining the financial capacity of the investor;
• Proposal of land use demand; In case the project does not request the State to allocate, lease land, or permit the change of land use purposes, Investor submits a copy of the location-leasing agreement or other documents certifying that the investor has the right to use the location for performing investment projects;
• Explanation on technology use for Projects using technology on the List of technologies restricted from transfer, including technology name, technology origin, technology process diagram; main specifications, use status of main machines, equipment and technology lines;
• BCC contracts for investment projects in the form of BCC contracts

Step 2: Receive and check the dossier

The investment licensing authority shall receive and check the dossier; if the dossier is satisfied, the authority has the responsibility for granting IRC for investor; If the dossier is unsatisfied, the staff in the authority will guide and explain to investor for supplement and completion dossier.

Step 3: Verify and approve applications

• Within 03 working days from the date of receipt of a complete investment project dossier, the investment registration agency shall send the dossier to the related competent agencies to require for verification perspective;
• Within 15 days after receiving the investment project dossier, the consulted agency shall verify the contents under agency’s scope of state management and send it to the investment registration agency;
• Within 25 days after receiving the investment project dossier, the investment registration agency shall make an assessment report and submit it to the provincial People’s Committee;
• Within 7 working days after receiving the appraisal dossier and report, the provincial-level People’s Committee shall issue a decision on investment policy. In case of refusal, it must notify in writing and clearly state the reason

Step 4: Receive results

The investor should pay attention to the date of application receipt given by the investment registration agency to confirm the date of the result.

Result: A Decision on investment policy of the provincial People’s Committee

Stage 2: Granting investment registration certificate 

1. For investment projects subject to Decision on investment policy: the investment registration agency shall grant an IRC to the investor within 5 working days from the date of receiving a written which decides on investment policy.
2. For investment projects not subject to investment policy decision

Step 1: Submit applications for Investment Registration Certificate

Step 2: Receive and check the applications

(Similar to Stage 1)

Step 3: Verify and approve documents

• Within 15 days after receiving complete applications, the investment registration agency shall grant an IRC; In case of refusal, the investor must notify in writing the investor and clearly state the reason

Step 4: Receive results

• The investor should pay attention to the date of application receipt given by the investment registration agency to confirm the date of the result.
• Result: Investment Registration Certificate

Time limit for processing:

• For investment projects subject to investment policy decision: Within 35 working days after receiving valid applications
• For investment projects not subject to investment policy decision: Within 15 working days after receiving valid applications

Conclusion

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