The current Viet Nam law has quite strict regulations governing business investment activities. In some cases, to be implemented in reality, investment projects must be registered and granted an Investment Registration Certificate. Let’s find out “with Lawyer X through the following scenario: “Dear lawyer! I am wondering whether my company’s investment project is required to be granted an Investment Registration Certificate or not? What are general legal regulations on investment registration? Thanks for the advice!”
Legal grounds
Viet Nam Law on Investment 2020
What is Investment registration?
Investment registration can be understood as a legal procedure that an investor must perform in a number of statutory cases to be granted an Investment Registration Certificate by a competent state agency when the investor and that investment project fully meets the legal conditions prescribed by law.
– The investment registration certificate is required in the following cases:
+ Investment projects of foreign investors;
+ Investment projects of the business entities mentioned in Clause 1 Article 23 of Law on Investment 2020
– Cases in which the investment registration certificate is not required:
- Investment projects of domestic investors;
- Investment projects of the business entities mentioned in Clause 2 Article 23 of Law on Investment 2020
- Investment in the form of capital contribution, purchase of shares or stakes in a business entity;
– Domestic investors and the business entities mentioned in Clause 2 Article 23 of Law on Investment 2020 shall execute the investment projects mentioned in Article 30, Article 31 and Article 32 of Law on investment 2020 after their investment guidelines are approved.
– Any investor that wishes to obtain an investment registration certificate for an investment project prescribed in Point a or Point b Clause 2 of Article 37 of Law on Investment 2020 shall follow the procedures in Article 38 of Law on Investment 2020
Procedures for issuance of the investment registration certificate
– If the investment project is subject to approval for its investment guidelines as prescribed in Article 30, Article 31 and Article 32 of Law on Investment 2020, the investment registration authority shall issue the investment registration certificate to the investor within:
+ 05 working days from the receipt of the written approval for investment guidelines and the written approval for investor with respect to the investment project that is subject to issuance of an investment registration certificate;
+ 15 days from the receipt of the investor’s investment registration certificate with respect to the investment project other than that specified in Point a of this Clause.
– If the investment project is not subject to approval for its investment guidelines as prescribed in Article 30, Article 31 and Article 32 of Law on Investment 2020, the investor shall be issued with the investment registration certificate if the following conditions are met:
- The investment project does not involve any banned business line;
- There is a location for execution of the investment project;
- The investment project is conformable with the planning specified in Point a Clause 3 Article 33 of Law on Investment 2020
- The investment per m2 (or investment per employee) is not smaller than the minimum requirement.
- Market access conditions applied to foreign investors are satisfied.
The competence to issue, adjust and revoke investment registration certificates
– Management boards of industrial parks, export-processing zones, hi-tech zones and economic zone shall issue, adjust and revoke investment registration certificates with regard to the investment projects located therein, except for the case specified in Clause 3 of Article 39 of Law on Investment 2020
– Departments of Planning and Investment shall issue, adjust and revoke investment registration certificates with respect to the investment projects outside industrial parks, export-processing zones, hi-tech zones and economic zones, except for the case in Clause 3 of Article 39 of Law on Investment 2020
– The investment registration authority of the administrative division where the investor executes the investment project, places or intends to place the head office or operating office to execute the investment project shall issue, adjust and revoke investment registration certificates with respect to the following investment projects:
- Investment projects that are executed in at least 02 provinces;
- Investment projects that are executed both inside and outside industrial parks, export processing zones, hi-tech zones and economic zones;
- Investment projects which are executed inside industrial parks, export processing zones, hi-tech zones or economic zones where the industrial park, export processing zone, hi-tech zone or economic zone management boards have not yet been established or which are not under the management of the industrial park, export processing zone, hi-tech zone or economic zone management boards.
p The authority that receives investment project dossiers is the one that has the power to issue investment registration certificates, except for the cases specified in Articles 34 and 35 of Law on Investment 2020
Contents of investment registration certificate
1. Name of the investment project.
2. The investor.
3. Investment project code.
4. Location and land area of the investment project.
5. Objectives and scale of the project.
6. Capital investment in the investment project (including the investor’s contributed capital and raised capital).
7. Duration of the investment project.
8. Project execution schedule, including:
– Capital contribution and capital raising schedule;
– Schedule of achievement of primary operational objectives of the investment project; execution schedule of each stage (if the project is divided into multiple stages);
9. Investment incentives or investment assistance, and bases or conditions for application thereof (if any).
10. Conditions applied to the investor executing the investment project (if any).
Adjusting the investment project
– During execution of an investment project, the investor is entitled to adjust its objectives, transfer the project in part or in full, merge projects or fully divide or partially divide a project into multiple projects or use the land use rights or assets on land which is part of the investment project to contribute capital to establish an enterprise, carry out business cooperation or carry out other activities, and the aforementioned activities shall comply with regulations of law.
– The investor shall follow procedures for adjusting the investment registration certificate if the adjustment to the investment project changes contents of the investment registration certificate.
– The investor that has an investment project whose investment guidelines have been approved shall follow procedures for adjusting the investment guidelines in one of the following cases:
- Any objective specified in the written approval for investment guidelines is changed; any objective that is subject to approval for investment guidelines is added;
- The land area is increased or reduced by 10% or more than 30 hectares or the investment location is changed;
- The total investment capital is increased or reduced by 20% or more, thereby changing the scale of the investment project;
- Extension of the project execution schedule results in total duration of the project being extended by more than 12 months compared to that stated in the first approval for investment guidelines;
- The duration of the investment project is adjusted;
- Any technology that has been appraised or about which opinions have been collected during the process of approving the investment guidelines is changed;
- There is a change of the investor in the investment project whose investment guidelines are approved together with approval for the investor before the exploitation or operation of the project or there is a change of conditions (if any) applicable to the investor.
– With respect to the investment project whose investment guidelines are approved, the investor is not allowed to extend the investment execution schedule by more than 24 months compared to that stated in the first approval for investment guidelines, except for one of the following cases:
- It is necessary to remedy the consequences of an event of force majeure in accordance with the civil law and the land law;
- The project execution schedule is adjusted because the State delays allocating or leasing out land to the investor or allowing the investor to repurpose land.
- The project execution schedule is adjusted at the request of a regulatory agency or the regulatory agency delays in performing administrative procedures;
- The investment project is adjusted because the regulatory agency changes the planning;
- Any objective specified in the written approval for investment guidelines is changed; any objective that is subject to approval for investment guidelines is added;
- The total investment capital is increased or reduced by 20% or more, thereby changing the scale of the investment project.
– The regulatory agency that has the power to approve investment guidelines also has the power to approve adjustments to investment guidelines. If the adjustment to an investment project results in the project being subject to approval for its investment guidelines by an authority at a higher level, such authority will have the power to adjust investment guidelines as prescribed in this Article.
– Procedures for adjusting investment guidelines are specified in Articles 34, 35 and 36 of Law on Investment 2020
– If the adjustment to an investment project results in the project being subject to approval for its investment guidelines, the investor has to apply for approval for investment guidelines before adjusting the investment project.
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We hope this article is useful for you to answer the question about: “What are rights and obligations of a general partner in Vietnam”. If you need any further information, please contact LSX Law firm: at +84846175333 or Email: [email protected]
Frequently asked questions
Yes! During execution of an investment project, the investor is entitled to adjust its objectives, transfer the project in part or in full, merge projects or fully divide or partially divide a project into multiple projects or use the land use rights or assets on land which is part of the investment project to contribute capital to establish an enterprise, carry out business cooperation or carry out other activities, and the aforementioned activities shall comply with regulations of law.
No! With respect to the investment project whose investment guidelines are approved, the investor is not allowed to extend the investment execution schedule by more than 24 months compared to that stated in the first approval for investment guidelines, except for one of the following cases: It is necessary to remedy the consequences of an event of force majeure in accordance with the civil law and the land law; The project execution schedule is adjusted because the State delays allocating or leasing out land to the investor or allowing the investor to repurpose land; The project execution schedule is adjusted at the request of a regulatory agency or the regulatory agency delays in performing administrative procedures; The investment project is adjusted because the regulatory agency changes the planning; Any objective specified in the written approval for investment guidelines is changed; any objective that is subject to approval for investment guidelines is added; The total investment capital is increased or reduced by 20% or more, thereby changing the scale of the investment project.
The investment registration certificate is required in the following cases: Investment projects of foreign investors; Investment projects of the business entities mentioned in Clause 1 Article 23 of Law on Investment 2020
Conclusion: So the above is Investment registration in accordance with Viet Nam legal regulations 2022. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
