Adjustment of investment project in case of full division, partial division and merger of investment projects in Vietnam

Forms of adjustment of investment project in case of full division, partial division and merger of investment projects in Vietnam

Pursuant to Clause 1, Article 50 of Decree 31/2021/ND-CP, an investor is entitled to adjust an investment project in the following forms:

- Full division or partial division of the investor’s project that is being executed (hereinafter referred to as “fully divided or partially divided project”) into two or several projects;

- Merger of one or more of projects of such investor (hereinafter referred to as “acquired project”) and one investment project of such investor (hereinafter referred to as “acquiring project”).

Adjustment of investment project in case of full division, partial division and merger of investment projects in Vietnam (Internet image)

Conditions for full division, partial division and merger of investment projects in Vietnam

Pursuant to Clause 2, Article 50 of Decree 31/2021/ND-CP, the full division, partial division or merger of an investment project in the form specified above shall satisfy the following conditions:

- The conditions for use of land prescribed by the law on land, business investment conditions (if any) and other conditions prescribed by law are satisfied;

- It is not allowed to change any of the conditions (if any) applicable to the investor specified in the decision on approval for investment guidelines or investment registration certificate prior to the full division, partial division or merger of the investment project;

Procedures for adjustment of investment project in case of full division, partial division and merger of investment projects in Vietnam

Pursuant to Clause 3, Article 50 of Decree 31/2021/ND-CP, procedures for adjusting an investment project in case of its full division, partial division or merger are as follows:

(1) For the investment project whose investment guidelines have been approved, the investor shall submit 08 sets of application to the Ministry of Planning and Investment or 04 sets of application to the investment registration authority corresponding to the power to approve investment guidelines of the project.

The application includes: An application form for project adjustment; report on the project’s progress by the time of full division, partial division or merger; investor’s decision on full division, partial division or merger of the project or another equivalent document; documents about the investor’s legal status; a copy of the investment registration certificate or decision on approval for investment guidelines (if any); a copy of the decision on investor approval (if any); explanation or documents relating to the adjustment of the contents specified in Points b, c, d, dd, e, g and h Clause 1 Article 33 of the Law on Investment 2020 (if any);

(2) The authority specified in Point a of this Clause shall consider the conditions for full division, partial division or merger of the investment project set forth in Clause 2 of Article 50 of Decree 31/2021/ND-CP to follow the procedures for project adjustment in accordance with the corresponding regulations in Articles 44, 45 and 46 of Decree 31/2021/ND-CP. The decision on approval for adjustment of the investment guidelines shall be sent to the investment registration authority and investor;

(3) For an investment project that has been issued with the investment registration certificate and not subject to approval for its investment guidelines or has had its investment guidelines approved in a case other than the case specified in Clause 3 Article 41 of the Law on Investment 2020, the investor shall submit 01 set of the application specified in Point a of this Clause to the investment registration authority. The investment registration authority shall consider the conditions for full division, partial division or merger of the investment project set forth in (2) to follow the procedures for project adjustment in accordance with Article 47 of Decree 31/2021/ND-CP. The adjusted investment registration certificate shall be sent to the investor.

Mai Thanh Loi

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