When foreigners intend to invest in Vietnam, they need to apply for an Investment Certificate (also known as an Investment License). Preparing documents and completing all procedures for applying for this foreign investment registration certificate is extremely important to ensure that foreign investors’ investment activities are recognized and protected by Vietnamese law. In the detailed article below, VIET MY LAW AND ACCOUNTING will provide you with important and necessary information about the process of applying for this Investment Certificate!

1. Legal basis

• Investment Law No. 61/2020/QH14;
• Decree 31/2021/ND:CP guiding the Investment Law;
• Circular 03/2021/TT:BKHĐT of the Ministry of Planning and Investment dated April 9, 2021 stipulates the forms of documents and reports related to investment activities in Vietnam, investment from Vietnam to foreign countries and investment promotion;
• Other relevant legal documents.

2. What is an investment registration certificate?

Pursuant to Clause 11, Article 3 of the Investment Law, an investment registration certificate (IC) is defined as a document in paper or electronic form, recording the investor’s registration information related to the investment project.

Specifically, when foreign investors intend to invest capital to do business in Vietnam, they are required to apply for a foreign investment registration certificate from a competent state agency in accordance with the provisions of law. The IRC plays an important role, officially recording the investor’s registration information related to the investment project in Vietnam.

The IRC can be issued in the form of a traditional paper document or an electronic copy depending on the regulations of the licensing authority. The content of the IRC includes detailed registration information about the project such as project name, investor, industry, scale, location, investment capital, project implementation progress and other contents as required.

Possessing an IRC is an important stepping stone for foreign investors to be recognized by Vietnamese law and have their legal rights and interests protected during the implementation of investment projects in Vietnam. Therefore, following the correct procedures and meeting the requirements to be granted an IRC is an essential first step for every foreign investor before starting official investment activities.

3. Conditions included in the procedure for applying for a certificate of registration for foreign investment

To be granted a certificate of registration for foreign investment, investors must satisfy the following conditions as prescribed in Article 60 of the Investment Law 2020:

• Overseas investment activities must comply with the principles prescribed in Article 51 of the Investment Law 2020, ensuring the legality, transparency and effectiveness of the investment.
• The investment sector is not on the list of industries and trades prohibited from foreign investment as prescribed in Article 53 of the Investment Law 2020. At the same time, investors must satisfy all conditions for industries and trades eligible for foreign investment as prescribed in Article 54 of the Investment Law 2020.
• The investor must commit to arranging foreign currency himself or commit to arranging foreign currency from a licensed credit institution to carry out foreign investment activities.
• There is an approved decision on overseas investment in accordance with the provisions of Article 59 of the Investment Law 2020.
  There is a written confirmation from the tax authority that the investor has fully fulfilled its tax payment obligations. This document must be issued within 03 months from the date of submission of the investment project dossier.

In addition to the above conditions, investors also need to prepare a complete dossier according to the regulations on procedures for applying for a foreign investment registration certificate, including documents on the investment project, key personnel, financial situation and other related documents. The process of granting the Certificate will also be carried out in accordance with the order and procedures prescribed by law.

4. Documents included in the procedure for applying for a foreign investment registration certificate

To be granted an Investment Registration Certificate, investors need to prepare a complete dossier including the following components:

* A document requesting to implement the investment project.

* Documents proving the legal status of the investor:

– For individual investors: Identity card/Citizen identification card/Passport.
– For institutional investors: Business registration certificate, Decision on establishment.

* Documents proving the financial capacity of the investor, including at least one of the following documents:

– Financial statements of the last 2 years.
– Commitment to financial support from the parent company.
– Commitment to financial support from a financial institution.
– Guarantee of the investor’s financial capacity.
– Other documents proving financial capacity.

* Investment project proposal, including the following main contents:

– Investor information or form of investor selection.
– Objectives, scale, investment capital and capital mobilization plan.
– Location, duration, progress of project implementation.
– Information on current land use status and land use demand (if any).
– Labor demand.
– Proposed investment incentives (if any).

– Impact, economic and social efficiency of the project.

– Preliminary assessment of environmental impact (if any).

* BCC contract (for investment projects in the form of BCC contract).

* Other documents related to the project and requirements on conditions and capacity of the investor according to legal regulations (if any).

After completing the complete application for a foreign investment registration certificate, the investor shall submit it to the competent Investment Registration Authority. Within 15 days from the date of receipt of the application, the Authority shall check the validity and issue an Investment Registration Certificate to the investor if the application meets the conditions. In case the application is not valid, the investor shall be guided to supplement and adjust it according to regulations.

For projects that require investment policy approval, investors must prepare similar documents and submit them to the competent State agencies (Prime Minister, Provincial People’s Committee, Industrial Park/Export Processing Zone/High-Tech Park/Economic Zone Management Board). After the policy is approved, investors will submit documents to the Investment Registration Agency to be granted an Investment Registration Certificate.

5. Procedures for applying for a foreign investment registration certificate

After the investor has fully met the conditions and completed the application according to the instructions, the following steps are necessary:

• Step 1: Submitting the application: The investor sends the application to the competent authority (at the proposed location of the head office).
• Step 2: Appraising the application: The investment registration agency conducts appraisal of the application.
• Step 3: Notifying the request for correction or supplementation: In case the application needs to be adjusted or supplemented, the investment registration agency will notify the investor (within 15 working days) from the date of receipt of the application.
• Step 4: Issuing results: If the application meets the conditions, the investment registration agency will issue an investment certificate to the investor.

However, in reality, the procedure for applying for a foreign investment registration certificate may vary depending on the specific case of the project. VIET MY LAW AND ACCOUNTING will analyze each specific case so that customers have a clearer view.

5.1. In case the project is decided on investment policy by the Provincial People’s Committee

The investor sends 04 sets of documents to the Department of Planning and Investment at the location where the project is expected to be implemented.

The Department of Planning and Investment sends the documents to the competent state agency for appraisal opinions.

The competent agency appraises the part under its management and forwards it to the investment registration agency.

The land and planning management agency must provide information and map extracts, the processing time is 05 working days.

The Department of Planning and Investment prepares an appraisal report for the Provincial People’s Committee to decide on investment policy. In case of refusal, it must notify in writing and state the reasons.

For projects with a capital scale of VND 5,000 billion or more, in addition to the appraisal of other state agencies, the Department of Planning and Investment also sends the dossier to the Ministry of Planning and Investment for appraisal opinions. The provincial People’s Committee decides on the investment policy after receiving the appraisal report.

The Department of Planning and Investment issues procedures for applying for a foreign investment registration certificate to the investor after receiving the investment policy decision.

5.2. For projects with investment policy decisions by the Prime Minister

The investor sends 08 sets of dossiers to the Department of Planning and Investment at the location where the project is expected to be implemented.

The Department of Planning and Investment sends 02 sets of dossiers to the Ministry of Planning and Investment and simultaneously forwards the dossiers to relevant competent state agencies for collecting opinions.

Agencies with appraisal opinions on the part under their management send their opinions to the Department of Planning and Investment and the Ministry of Planning and Investment.

The Department of Planning and Investment shall submit the investment project to the Provincial People’s Committee for consideration and send its comments to the Ministry of Planning and Investment on the investment project.

Upon receiving the comments from the Provincial People’s Committee, the Ministry of Planning and Investment shall prepare an appraisal report. The Prime Minister shall decide on the investment policy after receiving the appraisal report from the Ministry of Planning and Investment.

5.3. Projects for which the investment policy decision is implemented by the National Assembly

The investor shall submit the investment project dossier to the Department of Planning and Investment at the location where the project is implemented.

The Department of Planning and Investment shall send the dossier to the Ministry of Planning and Investment to report to the Prime Minister and establish a State Appraisal Council.

The State Appraisal Council shall examine the project dossier and prepare an appraisal report to send to the Government.

The Government shall transfer the investment policy decision dossier to the National Assembly’s appraisal agency.

The National Assembly’s presiding agency shall examine the procedures for applying for a foreign investment registration certificate, including the following contents:

• Determining whether the project is under the National Assembly’s authority to decide on investment policies.
• The necessity of the project.
• The project’s conformity with the socio-economic and environmental development planning.
• Details of the project such as objectives, scale, time, investment capital, socio-economic efficiency, incentive mechanisms and investment support.
• Solution plans for related issues such as site clearance, resettlement, environmental protection.
• The effectiveness of the project in the future.

After consideration, the National Assembly shall pass a Resolution on investment policies if the project meets all the conditions.

The Department of Planning and Investment shall issue an Investment Registration Certificate to the investor upon receiving the written approval of the investment policy.

Within 05 working days from the date of receipt of the investment policy approval document and the investor’s approval, the Investment Registration Authority shall issue an investment registration certificate to the investor.

5.4. For projects not within the scope of investment policy decisions

Investors prepare procedures to apply for a foreign investment registration certificate and submit them to the Department of Planning and Investment at the location of their head office or executive office or to the Management Board of industrial parks, export processing zones, high-tech zones, and economic zones.

The investment registration agency receives and checks the dossier according to the following steps:

If the dossier is complete and valid, the agency receives the dossier and issues a Dossier Receipt to the investor.

If there are any components in the dossier that are not sufficient, the receiving specialist will guide and request the investor to supplement and complete the dossier.

Within 15 days from the date of receiving a complete and valid dossier, the investment registration agency will issue an Investment Registration Certificate to the investor if it meets the prescribed conditions.

6. Cases of expiration of the foreign investment registration certificate

According to Article 64, Clause 1 of the Investment Law 2020, the procedure for applying for a foreign investment registration certificate will expire in the following cases:

• The investor decides to stop the operation of the investment project.
• The investment project has reached the end of its operating period according to the provisions of law in the country where the project is invested.
• The conditions for termination of operation are specified in the contract or charter of the enterprise.
• The investor transfers all of its investment capital abroad to another investor.
• After 24 months from the date of issuance of the Foreign Investment Registration Certificate, the project is not implemented or is unable to implement according to the schedule registered with the state management agency and the schedule adjustment procedure is not carried out.
• The economic organization abroad is dissolved or bankrupt according to the provisions of law in the country of investment.
• According to the decision of the Court or the arbitration award.

Investors must carry out procedures to stop the operation of the project in the investing country according to the provisions of the law of that country and carry out procedures to cancel the validity of the Certificate of registration of foreign investment.

This is all the consulting information of VIET MY LAW AND ACCOUNTING on the procedures for applying for a certificate of registration of foreign investment. If you have any other questions, please contact our Company for detailed advice and answers.