MIP: Guidelines for the implementation of Law on Investment 2020 on investment procedures in Vietnam

MIP: Guidelines for the implementation of Law on Investment 2020 on investment procedures in Vietnam (Illustration)

In order to ensure the implementation of the Investment Law 2020 from January 1, 2021, the Ministry of Planning and Investment proposes the People's Committees, the Departments of Planning and Investment of the provinces and centrally-run cities and the Management Boards to industrial parks, export processing zones, high-tech zones and economic zones shall implement the following tasks:

1. Receiving and processing documentation and procedures under the Law on Investment 2020

(1) Regarding documentation serving investment procedures:

As of January 01, 2021, documentation serving procedures for approving investment guidelines, issuing and adjusting investment registration certificates and outward investment registration certificates, and other procedures to conduct investment activities shall comply with the Law on Investment 2020. To be specific:

- Authorities receiving applications for approval for investment guidelines:

+ The Ministry of Planning and Investment shall receive applications for approval for investment guidelines of investment projects subject to approval for their investment guidelines by the National Assembly and the Prime Minister as prescribed in Clause 1 Article 34 and Clause 1 Article 35 of the Law on Investment 2020.

+ Investment registration authorities shall receive applications for approval for investment guidelines of investment projects subject to approval for their investment guidelines by People’s Committees of provinces as prescribed in Clause 1 Article 36 of the Law on Investment 2020.

- Applications for and contents of appraisal of requests for investment guideline approval are specified in Article 33 of the Law on Investment 2020.

- Procedures for granting approval for investment guidelines of investment projects subject to approval for their investment guidelines by the National Assembly, the Prime Minister and provincial People’s Committees are specified in Articles 34, 35 and 36 of the Law on Investment 2020.

(2) Regarding procedures for issuing investment registration certificates:

- The power to issue investment registration certificates is specified in Article 39 of the Law on Investment 2020.

- Applications for issuance of investment registration certificates to projects not subject to approval for their investment guidelines include the documents mentioned in Clause 1 Article 33 of the Law on Investment.

- Procedures for issuing investment registration certificates are specified in Article 38 of the Law on Investment 2020.

- Investment registration authorities and investors shall continue to follow investment procedures on the operating national investment information system (previously the national foreign investment information system).

(3) Procedures for making investment by contributing capital, purchasing shares or purchasing stakes:

- Any investor that contributes capital or purchases shares/stakes of a business entity must satisfy the conditions and follow the procedures set out in Article 26 of the Law on Investment 2020.

- Procedures for registration of capital contribution or purchase of shares/stakes are as follows:

+ A business entity to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors in the case specified in Clause 2 Article 26 of the Law on Investment shall submit 01 application for registration of capital contribution or purchase of shares/stakes to the investment registration authority where the business entity’s head office is located.

If the conditions specified in Clause 2 Article 24 of the Law on Investment are satisfied, according to the written approval of the investment registration authority, the business entity to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors shall follow procedures for change of members or shareholders at the investment registration authority in accordance with regulations of law on enterprises and other laws applicable to each type of business entity.

+ An application for registration of capital contribution or purchase of shares/stakes consists of:

• A registration form for capital contribution or purchase of shares/stakes, which specifies enterprise registration information about the business entity to which foreign investors expect to contribute capital or whose shares/stakes are expected to be purchased by foreign investors; business lines; list of founding shareholders, list of shareholders that are foreign investors (if any); holding of charter capital by the foreign investor before and after capital contribution or purchase of shares/stakes; transaction value of the contract for capital contribution or purchase of shares/stakes; information about the business entity's investment project (if any);

• Copies of legal documents of the individual or organization that contributes capital or purchases shares/stakes and of the business entity to which foreign investors contribute capital or whose shares/stakes are purchased by foreign investors;

• A written agreement on the capital contribution or purchase of shares/stakes between the foreign investor and the business entity receiving capital contribution from or selling shares/stakes to the foreign investor;

• A declaration document enclosed with the copy of the certificate of land use rights of the business entity (in the case specified in Points b and c Clause 2 Article 24 of the Law on Investment 2020). The business entity shall take legal responsibility for the accuracy and truthfulness of the declaration document.

(4) Several documents serving investment procedures are formulated according to the forms enclosed HERE

(5) Business lines allowed in market with conditions and market access conditions applied to foreign investors:

- Business lines allowed in market with conditions and market access conditions applied to foreign investors are specified in Article 9 of the Law on Investment 2020.

- Market access conditions applied to foreign investors are considered in accordance with regulations of applicable legal documents (including laws and resolutions of the National Assembly, ordinances and resolutions of the Standing Committee of the National Assembly and decrees of the Government) and international treaties to which the Socialist Republic of Vietnam is a signatory.

(6) Considering conditions concerning assurance of national defense and security:

According to the Law on National Defence, Law on National Security, Ordinance No. 32-L/CTN dated May 19, 1994, Ordinance No. 32/2007/PL-UBTVQH11, Decree 04/CP and Decree 34/2014/ND-CP, the investment registration authority shall seek opinions of the Ministry of National Defense and Ministry of Public Security about the cases specified in Point c Clause 2 Article 26 of the Law on Investment and Point d Clause 1 Article 32 of the Law on Investment.

2. Processing investment project dossiers received before the effective date of the Law on Investment 2020

(1) According to Clause 11 Article 77 of the Law on Investment 2020, as of January 01, 2021, if any valid dossier has been received as prescribed in the Law on Investment 2014 and Decree No. 118/2015/ND-CP and the deadline for processing thereof has expired but the results have not been returned in accordance with the Law on Investment 2014 and Decree No. 118/2015/ND-CP, such dossier shall continue to be processed according to the Law on Investment 2014. A valid dossier is defined as prescribed in Clause 11 Article 2 of the Decree No. 118/2015/ND-CP.

(2) If the valid dossier has been received as prescribed in the Law on Investment 2014 and Decree No. 118/2015/ND-CP and the deadline for handling administrative procedures is after January 01, 2021, the investment registration authority shall instruct the investor to provide additional documents (if any) or adjust contents of the submitted dossier in accordance with the Law on Investment 2020 so as to follow the procedures set out in this Law.

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