Does the Company Need to Apply for an Investment Registration Certificate?

According to the regulations in the Law on Investment 2014, an economic organization with foreign investment is an economic organization with foreign investors as members or shareholders.

On the other hand, the Law on Investment 2014 also stipulates that investors are institutions or individuals conducting investment and business activities, including domestic investors, foreign investors, and economic organizations with foreign investment. In which, a foreign investor is an individual with foreign nationality or an organization established under foreign laws conducting investment and business activities in Vietnam.

Therefore: In the case where the three members of your company are Vietnamese but have foreign nationality, they are identified as Foreign Investors when investing in business projects in Vietnam.

This means your company is defined as an economic organization with foreign investment.

The Law on Investment 2014 also stipulates that the investment registration certificate is a document, either in paper or electronic form, recording the investor's registration information regarding the investment project.

According to the provisions in Clause 1, Article 36 of the Law on Investment 2014, cases requiring the procedures for granting an Investment Registration Certificate include:

- Investment projects of foreign investors;

- Investment projects of the following economic organizations:

(1) Having foreign investors holding 51% or more of the charter capital or having a majority of general partners being foreign individuals for economic organizations that are partnerships;

(2) Having the economic organization stipulated in point (1) holding 51% or more of the charter capital;

(3) Having foreign investors and economic organizations at point (1) holding 51% or more of the charter capital.

Thus: Based on the regulations quoted above, investment projects of economic organizations with foreign investors holding 51% or more of the charter capital must carry out the procedures for granting an Investment Registration Certificate.

Therefore: In the case where your company has three foreign investors holding 75% of the company’s charter capital, the investment projects of the company must carry out the procedures for granting an Investment Registration Certificate.

Similarly, the company must be responsible for submitting the application for the investment registration certificate to the competent state authority as stipulated in Article 38 of the Law on Investment 2014 for resolution according to competence.

The above constitutes our consultancy opinion on the matter you are inquiring about.

Sincerely!