A business cooperation contract (“BCC”) is a contract signed between investors in order to conduct business cooperation for profit and product distribution without establishing economic organizations. Accordingly, this is a form of investment helping investors save their time, effort and costs in establishing, operating or dissolving enterprises when the investment project ends. Therefore, BCC is a suitable option for investors who would like to implement their projects in a quick, time-saving and unbounding manner.

How does the Law on Investment regulate the procedures for investment in the form of BCC?

Clause 2, Article 28 of 2014Law on Investment regulates that “For BCC contracts signed between domestic investors and foreign investors or between foreign investors, the procedures for granting investment registration certificates prescribed in Article 37 of this Law shall be carried out”. Meanwhile, according to Article 37, for investment projects subject to investment policy decision by the National Assembly/Prime Minister/Provincial People’s Committee (“Decision on investment policy”), the investment registration agency shall grant investment registration certificates (“IRC”) to investors within 5 working days after receiving a written document which decides on investment policy.

Therefore, within the scope of this article, based on the above provisions, Bizlawyer would like to inform the investors about the procedures for the implementation of investment projects that are not subject to investment policy decision in the form of a BCC contract. Specifically, investors need to carry out the following procedures:

Request for issuance of an investment policy decision (for investment projects subject to investment policy decision) 

Step 1: Submit investment applications  

The investors will prepare and submit the applications to the investment registration agency. The applications include:

• A Written proposal for implementation of the investment project;
• A Copy of identity card or passport for individual investors; A copy of the Establishment Certificate or other equivalent documents certifying the legal status for institutional investors;
• A Proposal of investment project;
• A Copy of one of the following documents: Financial statements of the latest 2 years of the investor; financial support commitment of the parent company and of a financial institution; guarantee for the investor’s financial capacity; and document explaining the investor’s financial capacity;
• A Proposal of land use demand; in case the investor does not propose the State to allocate, lease land or to permit change of land use purposes, the investor shall submit a copy of the location-leasing agreement or another document certifying that the investor has the rights to use the location for performing investment projects;
• An Explanation statement on technology use for projects using technology on the list of technologies restricted from transfer

Step 2: Receive, check the completion of the applications

The investment registration agency shall receive and check the applications; if the applications is complete, the investment registration agency has responsibility for granting the IRC for investors; If the applications are incomplete, the staff in the licensing authority will guide and explain to investor for supplement and completion dossier.

Step 3: Process the applications

• Within 03 working days from the date of receipt of complete investment applications, the investment registration agency shall send the applications to the related competent agencies to require to consult other competent agencies.
• Within 15 days after receiving the investment project dossier, the consulted agency gives its evaluation opinion and send it to the investment registration agency;
• Within 25 days after receiving the investment applications, the investment registration agency shall make an evaluation report and submit it to the Provincial People’s Committee;
• Within 07 working days after receiving the  evaluation report and investment applications, the Provincial People’s Committee shall grant a decision on investment policy

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: An Investment policy Decision by the provincial People’s Committee.

Request for granting investment registration certificate (“IRC”) G

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

Step 1: Submit applications

Step 2: Receive and check the completion off the applications

These two steps are similar to those in Stage 1

Step 3: Process the applications

Within 15 days after receiving complete applications, the investment registration agency shall grant an IRC

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: an Investment Registration Certificate

Person in charge of performing the procedures: Investors signing a BCC.

Licensing authority:

• State agency in charge of deciding on the investment project: Provincial People’s Committee
• State agency in charge of processing the applications: Provincial Department of Planning and Investment.

Time limit for processing:

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

Conclusion

BCC is considered as an investment form in Vietnam and is chosen by many foreigners because of its convenience, time and cost-saving. This article is only about an overview of the BCC investment form, our clients could explore the investment form of capital contribution, purchase of shares in Vietnam.

Bizlawyer is providing legal services related to this issue. If/Should clients have any questions or are interested in our legal service, please contact us via our Email: Info@bizlawyer.vn or Hotline Call: 086.888.1900 for timely advice and support