Procedure for shutdown of offshore investment project of Vietnamese investors
01. Conditions for application
The operation of an offshore investment project shall be terminated in the following circumstances:
(a) The investor makes the decision terminating the operation of the project;
(b) Upon expiry of the operational duration of the investment project;
(c) On the conditions for termination of operation prescribed in the contract or the charter of the enterprise;
(d) The investor transfers all offshore investment capital to a foreign investor;
(dd) The investment project is not approved by the investment recipient country within a time-limit of twelve (12) months from the date of issuance of the offshore Investment Registration Certificate ("IRC") or the investment project is unable to commence within a time-limit of twelve (12) months from the date on which the competent agency of the investment recipient country approves the investment project;
(e) The investor fails to implement or is unable to implement the project in accordance with the schedule registered with the State administrative agency within a time-limit of twelve (12) months from the date of issuance of the IRC and fails to carry out the procedures for amendment of the investment schedule;
(g) The investor fails to report in writing on the status of operation of the investment project within a time-limit of twelve (12) months from the date on which there is a report on tax finalization or a document of equivalent validity prescribed by the law of the investment recipient country;
(h) The offshore economic organization is dissolved or [declared] bankrupt in accordance with the law of the investment recipient country; or
(i) Under an adjustment or decision of a court or an arbitration body.
02. Applicable laws
1. 2014 Investment Law
2. Decree No. 83/2015/NĐ-CP
3. Circular No. 03/2018/TT-BKHĐT
Step 1: Prepare a set of the following applications
1. A written application for termination of the offshore IRC;
2. An original copy of offshore IRC;
3. An original copy or valid copy of the decision on termination of the offshore investment project of a competent management body of the investor;
4. Valid copy(s) of document(s) proving that the investor has completed the liquidation of the offshore investment project under Article 24 of Decree 83/2015/NĐ-CP dated 25 September 2015 on the following basis:
- Right after terminating the offshore investment project, the investor must liquidate the project under the laws of the recipient investment country.
- Within 06 months from the date on which there is a report on tax finalization or a document of equivalent validity prescribed by the law of the investment recipient country which relates to the liquidation of the project, the investor must repatriate all remaining receivables from the liquidation.
Step 2: Submit the applications to the Ministry of Planning and Investment (“MPI”)
Step 3: The MPI shall examine the validity of the applications
The MPI shall examine the validity of the applications within 05 working days from the date of receipt of the applications. If the applications are not valid or necessary to clarify, the MPI shall notify in written for supplementation to the investor.
Step 4: Get result
Within 15 days from the date on which there are valid applications, the MPI shall send a decision on terminating and revoking the offshore IRC from the investor. At the same time, the MPI shall make a copy of the decision to the Ministry of Finance, the Ministry of Labor – Invades and Social Affairs, relevant line ministries, the State Bank of Vietnam and the province-level People’s Committee where the investor is located.