Considered as a country with a stable political background and impressive economic growth in Southeast Asia, Vietnam is becoming an attractive destination for foreign investors. Therefore, the demand for investment certificates (investment licenses) of foreign individuals and organizations is increasing. So about the “Applying for a foreign investment certificate under Vietnam law” Let’s find out with LSX in the article below.
Legal ground
- Investment Law 2020
- Enterprise Law 2020
What is the certificate of investment?
Investment certificate or investment registration certificate is a document or an electronic document recording the investor’s registration information about an investment project to conduct business investment activities in a specific area. possible, within a specified period of time. The application for an investment certificate is a mandatory procedure before a foreign individual or organization wants to establish a foreign-invested enterprise in Vietnam.
• Establishment of new economic organizations such as: 1 member limited liability company, 2 member limited liability company, joint stock company, partnership company.
• Contributing capital, buying shares from Vietnamese enterprises: By transferring capital, transferring shares or contributing capital to establish an enterprise.
• Receive transfer of investment projects.
• Investment under public-private partnership (PPP) contract.
• Investment under business cooperation contract (BCC contract).
Conditions for foreign investors to invest
Rate of ownership of charter capital of foreign investors in economic organizations
According to current regulations, the State does not limit the percentage of charter capital ownership in economic organizations, except for the following cases:
• Ownership ratio of foreign investors in listed companies, public companies, securities “trading” organizations and securities investment funds in accordance with the law on securities;
• The percentage of foreign investors’ ownership in state-owned enterprises which are equitized or converted into other forms shall comply with the law on equitization and transformation of state-owned enterprises;
• The percentage of foreign investors’ ownership not specified at Points a and b of this Clause shall comply with other provisions of relevant laws and treaties to which the Socialist Republic of Vietnam is a member.
Investment form
The forms of foreign investment in Vietnam will have their own requirements, including the following forms:
• Investment in establishing a foreign-invested company, including: a company with 100% foreign capital or a company with a part of capital of foreign investors (joint venture companies);
• Foreign investors invest in Vietnam in the form of capital contribution, share purchase or capital contribution to companies already established in Vietnam;
• Investment in the form of PPP contract;
• Investment in the form of BCC contract.
Conditions on scope of investment activities
• For industries and sub-sectors that Vietnam and other countries have agreed upon, shown in the schedules of commitments, in which foreign investors have met the conditions for investment in accordance with the regulations of that industry, the Authority Investment registration shall consider, decide to grant, amend the Certificate of investment registration or register for capital contribution or purchase of shares or contributed capital of foreign investors in accordance with the Law on Investment.
• In the case of service sectors and sub-sectors that Vietnam has not yet committed to or specified in Vietnam’s Schedule of Commitments in international treaties on investment, but Vietnam’s law has provisions on investment conditions. For foreign investors, the application shall comply with the provisions of Vietnamese law.
Applying for a foreign investment certificate under Vietnam law
Within the scope of this article, Anpha would like to provide you with the procedure for granting an investment registration certificate for an investment project that is not subject to an investment policy decision.
Application for investment certificate
An application for an investment certificate includes the following documents:
• A written request for the implementation of an investment project;
• House/office lease contract to implement investment project;
• Copy of Vietnamese ID card/CCCD/passport (in case of joint capital contribution with Vietnamese);
• Written verification of the foreign investor’s bank account balance equal to or more than the investment amount. If the account is in a foreign country, the documents must be consular legalized, then translated and notarized into Vietnamese;
• Investment project proposal including the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, deadline, investment schedule investment, labor demand, proposal for investment incentives, assessment of the project’s socio-economic impact and efficiency.
For foreign investors being individuals, it is necessary to add:
• Copy of the foreign investor’s passport.
For foreign investors being organizations, it is necessary to add:
• A copy of the business registration certificate of the foreign organization;
• A copy of the ID card/CCCD/passport of the representative of the capital contribution to the foreign investment organization in Vietnam;
• Financial statements within the last 2 years audited by foreign organizations (must be consular legalized, valid within 90 days)
The order of execution
• Submission of documents: Investors submit dossiers directly at the Investment Registration Office – Department of Planning and Investment, where the enterprise’s head office is located;
• Processing time: 15 working days from the date of application submission;
• Received results: If the application is valid, the Investment Registration Authority shall issue an Investment Certificate to the investor. If the dossier is invalid, the Investment Registration Authority shall issue a notice instructing the investor to supplement or amend the re-submitted dossier.
Dossier for issuance of investment certificate
The investor’s dossier submitted to the investment registration agency includes:
– A written request for implementation of the investment project;
– A copy of the identity card / identity card or passport for the investor being an individual; a copy of the Certificate of Establishment or other equivalent document certifying the legal status of the investor being an organization;
– Investment project proposal, including the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, and investment schedule investment, labor demand, proposal for investment incentives, assessment of the project’s socio-economic impact and efficiency;
– A copy of one of the following documents: financial statements of the last 2 years of the investor; commitment to financial support of the parent company; financial institution’s commitment to financial support; guarantee on the financial capacity of the investor; documents explaining the financial capacity of the investor;
– Head office lease contract, documents proving the lessor’s right to lease (Certificate of land use right, Construction permit, Certificate of business registration with real estate business function of the lessor).
– Proposing land use demand; In case the project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the location lease agreement or other document certifying that the investor has the right to use the site for implementation. current investment project;
– An explanation of the use of technology for investment projects, for projects using technologies on the list of technologies restricted from transfer in accordance with the law on technology transfer, including the following contents: name of the company; technology, technology origin, technological process diagram; main technical parameters, use status of main machinery, equipment and technological lines;
– BCC contract for investment projects in the form of BCC contract.
Time limit for processing applications:
+ Within 15 days from the day on which the complete application is received, the investment registration agency shall issue an investment registration certificate; In case of refusal, the investor must be notified in writing and clearly state the reasons therefor.
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Frequently asked questions
The dossier includes: A written request for implementation of the investment project, a copy of the foreign investor’s passport, a copy of the Vietnamese ID card/CCCD or the passport of the Vietnamese (if capital contribution is made with the Vietnamese), documents verifying the balance in the foreign investor’s bank account equal to or more than the investment amount, house/office lease contract to implement the investment project, investment project proposal;
The investor must have a nationality (if an individual) or a head office address (if an organization) in a country that is a member of the WTO and the registered investment industry is not on the list of applicants.
Foreign investors can invest in Vietnam in 4 forms: Establishing a new economic organization (establishing a company), contributing capital to a Vietnamese company, and investing in the form of a public-private partnership contract. (PPP), investment in the form of BCC business cooperation contract.
Conclusion: So the above is Applying for a foreign investment certificate under Vietnam law. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
