Who are the investors conducting outward investment activities in Vietnam?

Who are the investors conducting outward investment activities in Vietnam? (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. Who are the investors conducting outward investment activities in Vietnam? 

According to Article 68 of Decree 31/2021/ND-CP, investors conducting outward investment activities include:

- Enterprises established and operating under the Law on Enterprises and Law on Investment.

- Cooperatives and cooperative unions established and operating under the Law on Cooperatives.

- Credit institutions established and operating under the Law on Credit Institutions.

- Household businesses registered under Vietnam’s laws.

- Individuals holding Vietnamese nationality, except for the case specified in Clause 2 Article 17 of the Law on Enterprises.

+ State authorities, People’s armed forces using state-owned assets to establish enterprises to serve their own interests;

+ Officials and public employees defined by the Law on Officials and the Law on Public Employees;

+ Commissioned officers, non-commissioned officers, career military personnel, military workers and public employees in agencies and units of Vietnam People’s Army; commissioned officers, non-commissioned officers and police workers in police authorities and units, except for those designated and authorized representatives to manage state-owned stakes in enterprises or to manage state-owned enterprises;

+ Executive officers and managers of state-owned enterprises prescribed in Point a Clause 1 Article 88 of the Law on Enterprises, except those who are designated as authorized representatives to manage state-owned stakes in other enterprises;

+ Minors; people with limited legal capacity; incapacitated people; people having difficulties controlling their behaviors; organizations that are not juridical persons;

+ People who are facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, is not able to control his/her own behaviors, is banned by the court from holding certain positions or doing certain works; other cases prescribed by the Law on Bankruptcy and the Anti-corruption Law.

If requested by the business registration authority, the applicant shall submit the judicial records;

+ Juridical persons that are banned from business operation or banned from certain fields as prescribed by the Criminal Code.

- Other organizations making business investment as prescribed by Vietnam’s law.

2. Documents specifying locations of outward investment projects in Vietnam

Specifically, in Article 73 of Decree 31/2021/ND-CP, the documents specifying locations of outward investment projects are as follows:

- The following investment projects must include documents specifying project locations:

+ Projects subject to approval for their investment guidelines by the Prime Minister or the National Assembly;

+ Energy projects;

+ Projects on livestock production, cultivation, afforestation and aquaculture;

+ Projects on exploration, extraction and processing of minerals;

+ Projects on construction of factories and manufacturing and processing facilities;

+ Projects on investment in construction of works and infrastructure; projects on investment in real estate business, except for the provision of the following services: real estate brokerage, real estate exchange, real estate consulting and real estate management.

- A document specifying project location is one of the following papers on which information on the location is included:

+ Investment license or equivalent document of the country or territory that receives investment (hereinafter referred to as “the host country”);

+ Decision on land allocation or land lease of the competent authority in the host country;

+ Contract awarding agreement; land allocation or land lease agreement; investment and business cooperation contract enclosed with a document proving relevant parties’ competence in the location in the contract;

+ Principal agreement on land allocation, land lease, business location lease, transfer of the rights to use land or property on land; agreement on investment and business cooperation contract enclosed with a document proving relevant parties’ competence in the location in the contract.

3. Documents specifying forms of outward investment in Vietnam

Pursuant to Article 74 of Decree 31/2021/ND-CP, documents specifying forms of outward investment as follows:

- Regarding an outward investment activity that is carried out under an overseas contract as prescribed in Point b Clause 1 Article 52 of the Law on Investment, the investor shall submit the investment agreement or contract with the foreign partner or another equivalent document together with a document about the foreign partner's legal status.

- Regarding an outward investment activity that is carried out in the form of capital contribution or purchase of shares or stakes in a foreign business organization for participation in management of such business organization, the investor shall submit the agreement, contract or another document specifying the capital contribution or purchase of shares or stakes together with a document about the legal status of the foreign business organization to which the investor contributes capital or whose shares or stakes are purchased by the investor.

- Regarding an outward investment activity that is carried out in another form of investment as prescribed by regulations of law of the country receiving investment as prescribed in Point dd Clause 1 Article 52 of the Law on Investment, the investor shall submit a document specifying such form of investment in line with regulations of law of the host country.

Ho Quoc Tuan

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