Adjusting investment projects when transfer projects to foreign investors

Along with the introduction of Decree 31/2021, several provisions in the investment law have been clearly defined. Among them, regulations on procedures for adjusting investment projects when transfer are also more detailed. Therefore, in this paper, LSX will give you a look at “Adjusting investment projects when transfer projects to foreign investors.”

Legal grounds

• 2020 Investment Law
• Decree 31/2021/ND-CP

The investor conducts the project adjustment procedure

Executing subject

Accordingly, the investors who fall into the following cases will have to obligate the project adjustment procedure.

• Firstly, the investors may invest in an project which has comply investment policy concurrently with the investor’s approval; yet, the transferor transfers the entire investment project before the exploitation project is put into operation or there is a change for the transferee.
• Secondly, the investment project has comply the investment policies; yet the transaction changes the content of the approval of the investment policy. These policy are the cases specified at Points a, b, c, d, đ and e Clause 3; Article 41 of the 2020 Investment Law.

The project adjustment procedure

Step 1: Submit the dossiers

Basically, the investors shall prepare 08 dossiers for the project adjustment procedure, and submit them to the Ministry of Planning and Investment. Or else, they could submit 04 dossiers to the Investment registration agency; which corresponding to the authority to approve the project investment policy.

Step 2: Evaluate the adjustment contents and send the results

Then, the competent agencies shall consider the conditions for the transfer of investment projects and decide to adjust the investment projects according to the provisions of the regulation.

Subsequently, the decision to approve the adjustment of the investor shall record the transferor and the transferee, the part of the transferred project (if any); and shall be sent to the Investment Registration Authority, the transferor, the transferee.

Lastly, the foreign investors receiving project transfer shall carry out procedures for establishing economic organizations; following the law on enterprises corresponding to each type of economic organization.

The investor conducts the procedures for adjusting investor approval decision

Executing subject

Due to the characteristic of the subject, this regulation applies to investment projects that comply with the investment policies; but the transfer of the project does not change the content of the approval of the investment policy. These policies are the cases specified at Points a, b, c, d, đ, e Clause 3; Article 41 of the 2020 Investment Law.

The procedures for adjusting investor approval decision

Step 1: Submit the dossiers

Indeed, the transferors shall prepare 04 dossiers for adjusting investor approval decisions; in which the written request for approval of the adjustment of the investor will replace the written request for adjustment of the investment project. Then, they can submit the dossiers to the Investment registration agency.

Step 2: Evaluate the adjustment contents and send the results

Firstly, within 03 working days from the date of receipt of a valid application; the investment registration agency shall send the application for opinions of the relevant competent state agency of the same level on the satisfaction of the requirements.

Secondly, within 15 days from the date of receipt of the valid dossiers; the agencies shall give opinions on the contents within the scope of their state management and shall send them to the Investment Registration Authority.

Following that, within 25 days from the day on which the valid application is received; the investment registration authority shall make an appraisal report, submit it to the People’s Committee of the province.

Then, within 07 working days from the date of receipt of the application and appraisal report, the People’s Committee of the province shall decide to approve the adjustment of the investor.

Lastly, the foreign investors receiving project transfer shall carry out procedures for establishing economic organizations; following the law on enterprises corresponding to each type of economic organization.

The investor conducts the project adjustment procedure in other cases

Executing subject

Accordingly, the investors who invest in a project; which has been granted an investment registration certificate and is not subject to the approval of investment policies; or approved for investment policies but not in the above cases shall carry on the project adjustment procedure below.

The project adjustment procedure

Step 1: Submit the dossiers

In fact, the investor could submit 01 dossiers to the Investment registration agency; which corresponding to the authority to approve the project investment policy.

Step 2: Evaluate the adjustment contents and send the results

From the date of receipt of a valid application; the investment registration agency considers the investment project transfer conditions in the Investment Law to adjust the investment project.

At last, the adjusted investment registration certificate is sent to the transferring investor and the transferee investor.

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