Investment projects are currently being implemented by many units quite commonly, so in order to control the activities of investment projects, the state stipulates that it is necessary to register for a certificate of investment project before it is allowed to operate. To learn more about the regulations as well as the apply for Investment Registration Certificate, please refer to the content of the article below.

1. Legal basis

– Investment Law No. 61/2020/QH14 passed by the National Assembly of the Socialist Republic of Vietnam on June 17, 2020;

– Decree 31/2021/ND-CP detailing and guiding the implementation of a number of articles of the Investment Law;

– Circular 03/2021/TT-BKHĐT stipulating forms of documents and reports related to investment activities in Vietnam, investment from Vietnam to foreign countries and investment promotion.

2. What is an investment project?

– According to Clause 4, Article 3, Investment Law 2020:

“An investment project is a set of proposals for medium- or long-term capital investment to carry out business investment activities in a specific area, within a specified period of time.”

– According to Clause 5, Article 3, Investment Law 2020:

“An expansion investment project is an investment project to develop an operating investment project by expanding scale, increasing capacity, innovating technology, reducing pollution or improving the environment.”

– According to Clause 6, Article 3, Investment Law 2020:

“A new investment project is an investment project implemented for the first time or an investment project independent of an operating investment project.”

– According to Clause 7, Article 3, Investment Law 2020:

“A creative startup investment project is an investment project that implements an idea based on exploiting intellectual property, technology, new business models and has the potential for rapid growth.”

– According to Clause 7, Article 3, Investment Law 2020:

“An investment registration certificate is a paper or electronic document recording the investor’s registration information about the investment project.”

Thus, it can be understood that an investment project is a business investment activity of investors in a certain project. Investors will invest capital resources to carry out business investment activities with the common purpose of earning profits in accordance with the law.

3. Conditions for investment in Vietnam

To invest in Vietnam, investors must meet the following conditions:

– For sectors and sub-sectors that Vietnam has committed to and foreign investors meet the investment conditions of that sector, the Investment Registration Authority shall consider, decide to grant, adjust the Investment Registration Certificate or register capital contribution, purchase shares, capital contributions of foreign investors according to the provisions of the Investment Law;

– For sectors and sub-sectors of services that have not committed or are not specified in the Schedule of Commitments of Vietnam in international treaties on investment but Vietnamese law has provisions on investment conditions for foreign investors, the provisions of Vietnamese law shall apply;

* Note: These are general conditions applicable to foreign investors in Vietnam. Depending on each industry and country, there are specific conditions. To know clearly the conditions applicable to the industry you want to invest in, please contact us for more detailed information.

4. Apply for Investment Registration Certificate

* Application for Investment Registration Certificate

– Document requesting to implement an investment project (According to the form)

– Decision to implement an investment project by the Investor

– Proposal to implement an investment project (According to the form)

– Copy of legal documents of the investor: Certificate of business registration/ Decision to establish for investors who are organizations, passport for investors who are individuals. (These documents must be consular legalized and translated into Vietnamese)

– Documents related to the project implementation location: Land allocation request, land allocation decision, house lease contract, etc.

– Documents proving the financial capacity of the investor: Financial report/ Financial support commitment of the parent company or credit institution/ Investor’s account balance confirmation

– Personal legal documents of the legal representative of the investor (documents must be consular legalized and translated into Vietnamese, especially there are special regulations for E-passports. Therefore, for more information, please contact us for answers).

– Authorization letter for the company to carry out procedures to apply for investment registration certificate.

An important note for the above submissions is that they must be done in Vietnamese, with documents in foreign languages, they must be translated and notarized before submitting to the state agency. In addition, investors must also be responsible for the authenticity of the original documents and translated documents with state agencies when registering for investment.

* Processing time and agency handling the dossier:

– The Management Board of industrial parks, export processing zones, high-tech zones, and economic zones issues, adjusts, and revokes the Investment Registration Certificate for investment projects in industrial parks, export processing zones, high-tech zones, and economic zones.

– The Department of Planning and Investment issues, adjusts, and revokes the Investment Registration Certificate for investment projects outside industrial parks, export processing zones, high-tech zones, and economic zones.

– Time for granting the Investment Certificate: The Investment Registration Agency issues the Investment Registration Certificate to the investor within 15-20 days from the date of receiving a valid dossier.

Thus, to apply for an investment registration certificate, investors need from 15 to 20 days to receive an investment registration certificate for a project, along with providing valid documents to the state agency in accordance with the above regulations.

5. Cases requiring an investment registration certificate

In the following cases, investors must register their investment with the competent authority:

• Investment projects of foreign investors;
• Investment projects of economic organizations as follows:
• With foreign investors holding more than 50% of the charter capital or the majority of the partners being foreign individuals with the economic organization being a partnership;
• With foreign investors and economic organizations holding more than 50% of the charter capital;
• With economic organizations holding more than 50% of the charter capital;

Note: Economic organizations are organizations established and operating in accordance with the provisions of Vietnamese law, including enterprises, cooperatives, and organizations carrying out investment and business activities.

6. Some questions related to the registration of investment certificates

6.1. Do projects of Vietnamese investors need to carry out procedures for granting investment registration certificates?

Projects of domestic investors are not required to carry out procedures for granting investment registration certificates. However, in cases where investors need to apply for investment registration certificates for their investment projects, investors must carry out procedures for granting investment registration certificates in accordance with regulations as in cases where procedures for granting investment registration certificates must be carried out.

6.2. What are the documents proving the financial capacity of investors?

Documents proving the financial capacity of investors include: financial statements within the last 2 years; financial support commitment letter from the parent company; financial support commitment letter from financial institutions; guarantee of the financial capacity of investors; or other documents proving the financial capacity of the investor (such as the investor’s bank account statement).

6.3. Is the Investment Registration Certificate granted when meeting the conditions?

For investment projects not subject to the State’s investment policy approval, investors are granted an Investment Registration Certificate if they meet the following conditions:

• The investment project must not be in a sector or profession prohibited from investment and business;
• There is a specific location for implementing the investment project;
• The investment project must be consistent with the current planning;
• Satisfy the conditions on investment rate per land area and number of employees (if any);
• Satisfy the conditions on market access for foreign investors.

Thus, it can be seen that in order to be granted an Investment Registration Certificate, investors need to pay special attention to factors related to the conditions granted for each category according to the provisions of law. This is to meet strict requirements before registering for an investment certificate with a state agency to avoid wasting time and money on paperwork.

Investors can hire a unit specializing in carrying out procedures for applying for an investment registration certificate to do it for them more quickly. In addition, investors are also given specific advice and better understand legal investment and business activities, avoiding unnecessary legal risks that cause investment activities to stagnate.

In short, the above is the latest information on applying for an investment registration certificate. If you have any questions, you can contact VIET MY LAW AND ACCOUNTING for completely free advice.