Cases of invalidation of outward investment registration certificate in Vietnam

Cases of invalidation of outward investment registration certificate in Vietnam

Pursuant to Clause 1, Article 64 of the Law on Investment 2020, the outward investment registration certificate shall be invalidated in the following cases:

- The investor decides to terminate the investment project;

- The investment project duration is over in accordance with regulations of law of the host country;

- The investment project has to be terminated according to the conditions set out in the contract or charter of the enterprise;

- The investor transfers all outward investment capital to a foreign investor;

- The investor fails to execute or is unable to execute the investment project in line with the schedule registered with the regulatory agency within 24 months from the date of issuance of the outward investment registration certificate and fails to follow the procedures for adjusting the execution schedule of the investment project;

- The foreign business organization is dissolved or goes bankrupt in accordance with the law of the host country;

- Pursuant to a judgment or decision of a court or an arbitral award;

 The investor shall follow the procedures for termination of the outward investment project in accordance with the law of the host country and the procedures for invalidation of the outward investment registration certificate.

The Ministry of Planning and Investment shall invalidate outward investment registration certificates.

Cases of invalidation of outward investment registration certificate in Vietnam (Internet image)

Procedures for invalidation of outward investment registration certificates in Vietnam

Applications and procedures for invalidation of outward investment registration certificates specified in Article 87 of Decree 31/2021/ND-CP, are as follows:

(1) The investor shall submit 02 sets of the application for invalidation of the outward investment registration certificate (including 01 original dossier). An application includes:

- An application form for invalidation of the outward investment registration certificate;

- Originals of issued investment registration certificates;

- Decision on termination of outward investment project corresponding to the regulations set out in Article 59 of the Law on Investment 2020;

- Documents proving that the investor has completed the project termination and liquidation, and repatriation of proceeds from the project termination and liquidation as prescribed in Article 85 of the Law on Investment 2020;

- Document about the investor’s legal status.

(2) The Ministry of Planning and Investment shall inspect the validity of the application. If the application is invalid or has to be clarified, the Ministry of Planning and Investment shall request the investor in writing to complete it.

(3) The Ministry of Planning and Investment shall send a written request for opinions to the State Bank of Vietnam about the investor’s foreign exchange transactions; compliance with regulations of law on foreign exchange by the investor, violations and imposition of penalties therefor within its power (if any);

(4) Within 15 days from the receipt of the valid application, the Ministry of Planning and Investment shall issue an invalidation decision and revoke the outward investment registration certificate and send a copy of the decision to the State Bank of Vietnam, Ministry of Finance, Ministry of Foreign Affairs, Ministry of Labor, War Invalids and Social Affairs, relevant ministry, People’s Committee of the central-affiliated city or province where investor's headquarters is located or investor’s permanent residence is registered, tax authority certifying the investor’s fulfillment of the tax payment obligation and investor’s state ownership representative agency (if any).

(5) If the outward investment project is terminated as prescribed in Point d Clause 1 Article 64 of the Law on Investment 2020, prior to the transfer of entire outward investment capital to the foreign investor and the project termination, the investor must notify the State Bank of Vietnam.

(6) If the outward investment project is terminated as prescribed in Point dd Clause 1 Article 64 of the Law on Investment 2020 but the investor fails to follow procedures for invalidating the outward investment registration certificate, the Ministry of Planning and Investment shall, according to the Law on Investment 2020 and Decree 31/2021/ND-CP, decide to invalidate the outward investment registration certificate and send the invalidation decision to the investor and regulatory bodies concerned.

After the outward investment registration certificate is invalidated, if the investor wishes to continue to execute the outward investment project, such investor shall follow procedures for issuance of the outward investment registration certificate as prescribed by the Law on Investment 2020 and this Decree.

(7) For a project subject to approval for its outward investment guidelines, the investor and authority deciding the outward investment shall terminate it and notify the authority or person that has the power to approve outward investment guidelines.

Mai Thanh Loi

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