Where Must a Company Apply for an Investment Registration Certificate?

According to the provisions of Clause 1, Article 36 of the Investment Law 2014, the cases requiring the procedure for the issuance of an Investment Registration Certificate are as follows:

- Investment projects of foreign investors;

- Investment projects of the following economic organizations:

(1) Economic organizations with foreign investors holding 51% or more of the charter capital or having a majority of general partners as foreign individuals in the case of partnerships;

(2) Economic organizations as stipulated in point (1) holding 51% or more of the charter capital;

(3) Foreign investors and economic organizations as mentioned in point (1) holding 51% or more of the charter capital.

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

Therefore: Your company currently has foreign investors holding a total of 55% of the company's charter capital. Thus, it falls into the category that must carry out procedures for the issuance of an Investment Registration Certificate when implementing business investment projects in Vietnam.

Clause 3, Article 38 of the Investment Law 2014 provides:

"Article 38. Authority for issuance, adjustment, and revocation of Investment Registration Certificates

...

3. The Department of Planning and Investment where the investor intends to locate or plans to locate their headquarters or executive office to implement the investment project shall receive, issue, adjust, and revoke the Investment Registration Certificate for the following investment projects:

a) Investment projects implemented across multiple provinces and centrally-run cities;

b) Investment projects implemented inside and outside industrial zones, export processing zones, high-tech zones, and economic zones."

Thus: Based on the regulations cited above, in cases where the investment project is implemented across multiple provinces and centrally-run cities, the Department of Planning and Investment where the investor intends to locate or plans to locate their headquarters or executive office to implement the investment project shall receive and issue the Investment Registration Certificate for that investment project.

Therefore: In the case where your company is implementing investment projects in two different provinces, if your company locates or plans to locate its headquarters or executive office to implement the company's investment project in any province, the Department of Planning and Investment of that province shall have the authority to issue the Investment Registration Certificate for the company.

The above is our advisory opinion regarding the issue you are concerned about.

Sincerely!