Vietnam: Can an investment incentive certificate issued before January 1, 2021 be replaced by an investment registration certificate?

Main Content

• In what case will the investors be replaced an investment registration certificate in Vietnam?
• What are the regulations on the power for granting the Investment Registration Certificate in Vietnam?
• What dose the contents of an investment registration certificate in Vietnam include?

In what case will the investors be replaced an investment registration certificate in Vietnam?

According to Clause 1, Article 127 of Decree 31/2021/ND-CP on elaborating some articles of the Law on Investment as follows:

Article 127. Replacement of investment registration certificates and enterprise registration certificates

1. Every investor whose project is granted an investment license, certificate of investment incentives, investment certificate or an equivalent document before the effective date of the Law on Investment may replace it with an investment registration certificate as follows:

a) Each investor shall submit 01 set of application for replacement of the investment registration certificate to the investment registration authority, which consists of a written request for replacement of the investment registration certificate and copy of the investment license, certificate of investment incentives, investment certificate or equivalent document;

b) The investment registration authority shall issue the investment registration certificate to the investor within 03 working days from the day on which the application specified in Point a of this Clause is received. The investment registration certificate shall re-record of the investment project in the investment license, certificate of investment incentives, investment certificate or equivalent document. The business registration contents on the investment license, certificate of investment incentives or equivalent document shall remain effective.

2. Every enterprise operating under an investment license or investment certificate (also business registration certificate) or an equivalent document (hereinafter referred to as “certificate”) granted before the effective date of the Law on Investment is entitled to keep operating according to such certificate without having to follow the procedures for replacing it with an enterprise registration certificate.

3. Any investor that wishes to replace their investment registration certificate or enterprise registration certificate with an investment license or investment certificate (also the business registration certificate) or an equivalent document shall follow the procedures below:

a) Replace the enterprise registration certificate as set out in Clause 2 of this Article;

b) Replace the investment registration certificate as set out in Clause 1 of this Article (the application for replacement of an investment registration certificate includes a copy of the enterprise registration certificate granted in accordance with Clause 2 of this Article and documents specified in Point a Clause 1 of this Article).

4. The enterprise granted the enterprise registration certificate as set out in Clause 2 and Clause 3 of this Article is entitled to keep inheriting all rights and obligations written on the investment license or investment certificate (also the business registration certificate) or an equivalent document from the day on which the enterprise registration certificate is granted, which contains rights and obligations to the investment project; the investor specified in the investment license or investment certificate (also the business registration certificate) or an equivalent document have the same rights and obligations to the project as those of the enterprise’s partners or shareholders.

5. Upon the expiry of the project duration or termination of the project, the enterprise operating under an investment license or investment certificate (also the business registration certificate) or an equivalent document shall follow the procedures for terminating the project according to the Law on Investment and this Decree without having to shut down the enterprise, unless otherwise prescribed by law.

Pursuant to subsection 80, Section Ii of the Appendix issued together with Official Ditpatch 2541/CV-TCT dated April 18, 2022, in case the investor operates under the Investment Incentive Certificate issued before January 1, 2021, it will be operated under the Investment Registration Certificate.

The investors must submit a written request for replacement the Investment Registration Certificate according to the form A.I.16 issued together with Circular 03/2021/TT-BKHĐT to be granted and changed to the Investment Registration Certificate.

What are the regulations on the power for granting the Investment Registration Certificate in Vietnam?

According to Article 39 of the Law on Investment 2020 as follows:

Article 39. The power to issue, adjust and revoke investment registration certificates

1. Management boards of industrial parks, export-processing zones, hi-tech zones and economic zone shall issue, adjust and revoke investment registration certificates with regard to the investment projects located therein, except for the case specified in Clause 3 of this Article.

2. Departments of Planning and Investment shall issue, adjust and revoke investment registration certificates with respect to the investment projects outside industrial parks, export-processing zones, hi-tech zones and economic zones, except for the case in Clause 3 of this Article.

3. The investment registration authority of the administrative division where the investor executes the investment project, places or intends to place the head office or operating office to execute the investment project shall issue, adjust and revoke investment registration certificates with respect to the following investment projects:

a) Investment projects that are executed in at least 02 provinces;

b) Investment projects that are executed both inside and outside industrial parks, export processing zones, hi-tech zones and economic zones;

c) Investment projects which are executed inside industrial parks, export processing zones, hi-tech zones or economic zones where the industrial park, export processing zone, hi-tech zone or economic zone management boards have not yet been established or which are not under the management of the industrial park, export processing zone, hi-tech zone or economic zone management boards.

4. The authority that receives investment project dossiers is the one that has the power to issue investment registration certificates, except for the cases specified in Articles 34 and 35 of this Law.

Thus, the power for granting the Investment Registration Certificate is condcuted under the above provisions.

What dose the contents of an investment registration certificate in Vietnam include?

According to Article 40 of the Law on Investment 2020, the contents of the Investment Registration Certificate are as follows:

Article 40. Contents of investment registration certificate

1. Name of the investment project.

2. The investor.

3. Investment project code.

4. Location and land area of the investment project.

5. Objectives and scale of the project.

6. Capital investment in the investment project (including the investor's contributed capital and raised capital).

7. Duration of the investment project.

8. Project execution schedule, including:

a) Capital contribution and capital raising schedule;

b) Schedule of achievement of primary operational objectives of the investment project; execution schedule of each stage (if the project is divided into multiple stages);

9. Investment incentives or investment assistance, and bases or conditions for application thereof (if any).

10. Conditions applied to the investor executing the investment project (if any).

Accordingly, the Investment Registration Certificate will include the above information.