Cases in which the investment registration certificate is required in Vietnam

Hello, Lawnet would like to answer as follows:

1. Cases in which the investment registration certificate is required in Vietnam

According to Article 37 of the Law on Investment 2020, cases in which the investment registration certificate is required include:

- The investment registration certificate is required in the following cases:

+ Investment projects of foreign investors;

+ Investment projects of the business organizations mentioned in Clause 1 Article 23 of the Law on Investment 2020.

"1. When establishing a new business organization, making investment by contributing capital, purchasing shares or stakes of a business organization, or making investment under a BCC contract, a business organization must satisfy the same conditions and follow the same investment procedures as foreign investors if:

a) Over 50% of its charter capital is held by a foreign investor(s) or, in case of a partnership, the majority of its general partners are foreigners;

b) Over 50% of its charter capital is held by a business organization(s) mentioned in Point a of this Clause;

c) Over 50% of its charter capital is held by a foreign investor(s) and a business organization(s) mentioned in Point a of this Clause.”

- Cases in which the investment registration certificate is not required:

+ Investment projects of domestic investors;

+ Investment projects of the business organizations mentioned in Clause 2 Article 23 the Law on Investment 2020;

"2. Business organizations other than those mentioned in Points a, b and c Clause 1 of this Article shall satisfy conditions and follow investment procedures applied to domestic investors when establishing a business organization, when making investment by contributing capital, purchasing shares or purchasing stakes of a business organization or when making investment under a business cooperation contract.”

+ Investment in the form of capital contribution, purchase of shares or stakes in a business organization;

- Domestic investors and the business organizations mentioned in Clause 2 Article 23 of the Law on Investment 2020 shall execute the investment projects mentioned in Article 30, Article 31 and Article 32 of the Law on Investment 2020 after their investment guidelines are approved.

- Any investor that wishes to obtain an investment registration certificate for an investment project prescribed in Point a or Point b Clause 2 of Article 37 of the Law on Investment 2020 shall follow the procedures in Article 38 of the Law on Investment 2020.

Thus, for investment projects of foreign investors and investment projects of economic organizations specified in Clause 1, Article 23 the Law on Investment 2020, the investment registration certificate is required. In addition, for specific projects, investors can carry out the project when approved by the competent authority.

2. What are the procedures for issuance of the investment registration certificate in Vietnam?

Procedures for issuance of the investment registration certificate are specified in Article 38 of the Law on Investment 2020 specifically:

- If the investment project is subject to approval for its investment guidelines as prescribed in Article 30, Article 31 and Article 32 of the Law on Investment 2020, the investment registration authority shall issue the investment registration certificate to the investor within:

+ 05 working days from the receipt of the written approval for investment guidelines and the written approval for investor with respect to the investment project that is subject to issuance of an investment registration certificate;

+ 15 days from the receipt of the investor’s application for investment registration certificate with respect to the investment project other than that specified in Point a of this Clause.

- If the investment project is not subject to approval for its investment guidelines as prescribed in Article 30, Article 31 and Article 32 of the Law on Investment 2020, the investor shall be issued with the investment registration certificate if the following conditions are met:

+ The investment project does not involve any banned business line;

+ There is a location for execution of the investment project;

+ The investment project is conformable with the planning specified in Point a Clause 3 Article 33 of the Law on Investment 2020;

+ The investment per m2 (or investment per employee) is not smaller than the minimum requirement.

+ Market access conditions applied to foreign investors are satisfied.

Thus, the procedures for issuance of the investment registration certificate depends on whether the project is subject to investment policy approval or not and must meet certain conditions.

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

According to Article 39 of the Law on Investment 2020, the power to issue, adjust and revoke investment registration certificates is as follows:

- 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 Article 39 of the Law on Investment 2020.

- Provincial 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 Article 39 of the Law on Investment 2020.

- 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:

+ Investment projects that are executed in at least 02 provinces;

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

+ 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.

- 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 the Law on Investment 2020.

Thus, the power to issue investment registration certificates depends on the location and scale of the project.

Best regards!

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