In the current era of globalization, many businesses are planning to invest abroad to expand and develop markets, increase exports of goods and services, as well as exploit technical potential. This activity is becoming increasingly popular and integration is encouraged by the government. However, to make an investment, businesses need to carry out procedures to apply for a foreign investment license. In this article, VIET MY will provide you with the most detailed instructions on this process!

1. Legal basis

• Investment Law 2020;
• Decree 31/2021/ND-CP guiding the Investment Law;
• Circular 03/2021/TT-BKHDT regulates sample documents and reports related to investment activities in Vietnam, investment from Vietnam to foreign countries and investment promotion.
• Circular 25/2023/TT-BKHDT amending Circular 03/2021/TT-BKHDT regulating document and report templates related to investment activities in Vietnam, investment from Vietnam to foreign countries and promotion Investment promotion issued by the Minister of Planning and Investment.

2. How is a foreign investment license understood?

Before carrying out the process of applying for a foreign investment license, readers need to clearly understand the types of documents related to foreign investment. Investment registration certificate is a license issued by a Vietnamese state agency to allow individuals or companies with foreign investment to carry out investment and business activities in Vietnam. The Department of Planning and Investment will issue this certificate in written or electronic form, clearly stating the investor’s registration information.

According to Article 40 of the 2020 Investment Law, a foreign investment license includes the following important information:

• Investment project name: designation of the exact name of the investment project.
• Investor: specify the full name of the investor or enterprise carrying out the investment project.
• Investment project number: is a specific number for identifying an investment project.
• Location of implementation of an investment project: designation of the specific location to which the investment project will be implemented, along with the area of land used.
• Objectives and scale of investment projects: a brief description of the objectives and scale of investment projects.
• Sources of capital of an investment project: total capital of the project, including capital contributed from investors and mobilized capital.
• Operating duration of an investment project: the expected duration of the operation of the investment project.
• Implementing an investment project requires clear progress in capital contribution, mobilization of capital and the main activities of the project. For investment projects classified in phases, the progress in phases must be established and followed.
• Information on the form of investment promotion and support includes discounts and assistance for which investment projects are eligible, accompanied by grounds and conditions of application (if any).
• Conditions for an investor: any conditions that an investor must comply with or implement during the implementation of an investment project (if any).

3. Conditions businesses need to meet when applying for a foreign investment license

According to Article 60 of the 2020 Investment Law, in order to apply for a foreign investment license, enterprises need to meet the following conditions: :

• Overseas investment activities must comply with the principles stipulated in Article 51 of the Investment Law 2020.
• Excluding industries and occupations prohibited from investing abroad as stipulated in Article 53 of the Investment Law 2020 and must meet the conditions of overseas investment for the conditional sectors and occupations stipulated in Article 54 of the Investment Law 2020.
• Investors should have a commitment to arrange foreign currency on their own or a commitment to arrange foreign currency approved by the credit institution to carry out overseas investment activities.
• A decision on overseas investment must be made as stipulated in Article 59 of the Investment Law 2020.
• A written confirmation is required from the tax agency on the performance of the investor’s duty to pay taxes to the State. The date of this confirmation shall not exceed 3 months from the date of submitting the investment project dossier of the Enterprise.

4. Types of Vietnamese businesses applying for foreign investment licenses

There are some common forms of investment that you can make when you want to invest abroad or apply for a foreign investment license as follows:

• Establishment of a company abroad: You can establish a company in an investment country and operate in accordance with the laws of that country.
• Establishment of Vietnamese company branches abroad: You can expand the operation of a Vietnamese company by establishing an overseas branch in accordance with the laws of that country.
• Implementation of BCC contracts overseas: You can sign and execute BCC (Business Cooperative Contract) contracts with foreign partners.
• Acquisition of part or all of the charter capital of a foreign economic organization: You may purchase part or all of the charter capital of an economic organization operating abroad to participate in the management, operation and investment of business in that country.
• Transactions of securities and investments through securities investment funds: You can trade in securities, other valuable papers or investments through securities investment funds and other intermediary financial mechanisms abroad.
• Other forms of investment: In addition to the above forms, there are other forms of investment that you can apply, in accordance with the laws of the investment country.

5. Other types of projects applying for foreign investment licenses

According to the investment capital requirements, the application for foreign investment licenses of enterprises is classified into 4 groups as follows:

• The project does not require the policy of the State, with an investment capital abroad of less than VND 20 billion.
• The project does not require the policy of the State, but has an overseas investment of VND 20 billion or more. For this type, it is necessary to consult with the State Bank of Viet Nam.
• The project should be advocated by the Prime Minister:
  • In banking, insurance, securities, newspapers, radio, television, telecommunications with capital of VND 400 billion or more.
  • Investment projects other than the above fields with a capital of VND 800 billion or more.
• Projects to be pursued by the National Assembly:

• • Projects with an overseas investment of VND 20,000 billion or more.
  • The project requires the application of special mechanisms and policies to be reviewed and approved by the National Assembly.

6. Legal documents for foreign investment license

To apply for a foreign investment license, enterprises need to prepare complete documents with the following documents:

1. Confirmation of registration of overseas capital investment plan.
2. For individual investors: Copy of identity documents such as ID, Citizen ID or passport. For institutional investors: A copy of the Certificate of Enterprise Registration or equivalent legal document proving legal status.
3. Detailed proposal of investment projects to be implemented.
4. Written confirmation by the tax authority of the completion of the duty to pay taxes by the time of application.
5. Commitment to secure foreign currency capital or documentation by the bank to provide foreign currency capital to investors.
6. Documents proving the right to use an investment project site such as: Investment permit, Land Assignment Decision, Land Lease Contract, Agreement on Principles of Land and Investment Cooperation shall be issued by the competent State agency of the country and the invested territory.
7. Official decision on overseas investment.
8. For specific investment areas such as banking, securities, insurance, science and technology: Approval documents of specialized state management agencies on investment conditions as stipulated.
9. Authorization documents for Viet My Law and Accounting represent the implementation of procedures (if necessary).

Thus, the application for a foreign investment license requires many different types of documents to ensure legality, transparency and fully meet the provisions of international investment law.

7. Standard legal procedures when applying for a foreign investment license

To be granted an overseas investment license, investors take the following steps:

Step 1: Prepare all required documents.

Step 2: Submit a set of overseas investment certificates to the Ministry of Planning and Investment.

Step 3: The Ministry of Planning and Investment reviews the dossier:

• Within 3 working days from the date of receipt of the application, submit the application for assessment opinion of the relevant state agency.
• Within 15 days from the date of receipt of the dossier, the opinion assessment agency on the contents shall be under the management authority.
• For projects requiring the Government to decide, within 30 days from the date of receipt of the dossier, the organization shall appraise and prepare an appraisal report to submit to the Prime Minister.
• For projects that need to be decided by the National Assembly, report to the Prime Minister to establish a State Appraisal Council (within 5 days). The State Assessment Council assesses and prepares assessment reports (within 90 days) and the Government sends documents on decisions on investment abroad to the lead agency of the National Assembly for examination (opening the National Assembly session after 60 days).

Step 4: Granting Overseas Investment Licenses for Investment Projects. In case of disqualification, the agency shall issue a document of refusal of authorization for clear and specific reasons.

Step 5: Foreign exchange transaction registration:

If the project is approved and the investor needs to transfer capital abroad, the next step is to prepare a foreign exchange transaction registration file with the State Bank of Viet Nam to be allowed to carry out the transfer.

8. Precautions when applying for a foreign investment license

The process of applying for a foreign investment license is often complicated and requires many steps to prepare documents. To implement procedures quickly, investors should pay attention to the following issues:

• For wholesale and retail distribution business projects: Investors may register distribution activities in accordance with regulations. However, retailing should be licensed by the Department of Industry and Trade.
• After completing the procedures for establishing a foreign-invested business company, the company needs to open an investment capital account and the investor must deposit the amount corresponding to his capital contribution into that account.

Applying for a foreign investment license for individuals and foreign institutions is a rather complicated process and often takes longer than required by law, adding to problems encountered in implementation. Therefore, Luat va Ke toan Viet My recommend that you use the services of professional and reliable units to optimize time and cost. Please refer to our service for this investment certificate!

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