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 recognized by Vietnamese law. protect. In the detailed article below, LUAT VA KE TOAN VIET MY will provide you with important and necessary information about the procedures for applying for a foreign investment registration certificate.

1. Legal basis

• Investment Law No. 61/2020/QH14;

• Decree 31/2021/ND:CP guiding the Investment Law;

• Circular 03/2021/TT:BKHDT of the Ministry of Planning and Investment dated April 9, 2021 stipulates sample 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, the Investment Registration Certificate (IRC) is defined as a document in paper or electronic form, recording the investor’s registration information related to the project invest.

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 regulations. under the law. IRC plays an important role, officially recording investor registration information related to investment projects in Vietnam.

IRC can be issued in the form of traditional paper documents or electronic copies depending on the regulations of the licensing agency. The content of the Investment Registration Certificate includes detailed registration information about the project such as project name, investor, industry, scale, location, investment capital, project implementation progress and other contents according to regulations. request.

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

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

To be granted an Outward Investment Registration Certificate, investors need to meet the following conditions as prescribed in Article 60 of the Investment Law 2020:

1. Overseas investment activities must comply with the principles specified in Article 51 of the Investment Law 2020, ensuring the legality, transparency and efficiency of investment.
2. The investment field is not on the list of industries and occupations banned from investing abroad according to the provisions of Article 53 of the Investment Law 2020. At the same time, investors must meet all conditions for industries and occupations investing abroad. in addition to the conditions specified in Article 54 of the Investment Law 2020.
3. The investor has a commitment to arrange foreign currency themselves or has a commitment to arrange foreign currency from an authorized credit institution to carry out investment activities abroad.
4. Have an approved investment decision abroad in accordance with the provisions of Article 59 of the Investment Law 2020.
5. 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 investment project documents.

In addition to the above conditions, investors also need to prepare complete documents according to regulations on procedures for applying for a foreign investment registration certificate, including documents on investment projects, 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:

1. Document requesting implementation of investment project.
2. Documents proving the investor’s legal status:
   
   • For individual investors: Identity card/Citizen identification card/Passport.
   • For institutional investors: Business registration certificate, Establishment decision.
3. Documents proving the investor’s financial capacity, including at least one of the following documents:
   
   • Financial statements of the most recent 2 years.
   • Commitment to financial support from the parent company.
   • Commitment to financial support from a financial institution.
   • Guarantee of investor’s financial capacity.
   • Other documents proving financial capacity.
4. Proposed investment project, including main contents:
   
   • Investor information or investor selection form.
   • Objectives, scale, investment capital and capital mobilization plan.
   • Location, deadline, and progress of project implementation.
   • Information on current land use status and land use needs (if any).
   • Labor demand.
   • Propose investment incentives (if any).
   • Economic and social impact and efficiency of the project.
   • Preliminary assessment of environmental impact (if any).
5. BCC contract (for investment projects in the form of BCC contract).
6. Other documents related to the project and requirements on conditions and capacity of investors according to legal regulations (if any).

After completing the application documents for a full foreign investment registration certificate, the investor submits it to the competent Investment Registration Authority. Within 15 days from the date of receipt of the application, the Agency will check the validity and issue an Investment Registration Certificate to the investor if the application meets the conditions. In case the documents are not valid, investors will be instructed to supplement and adjust according to regulations.

For projects subject to investment policy approval, investors must prepare similar documents and submit them to competent state agencies (Prime Minister, Provincial People’s Committee, Industrial Park/Export Processing Zone Management Board). /High Industrial Park/EZ). After approval of the policy, the investor will submit documents to the Investment Registration Authority 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: Submit application: The investor sends the application to the competent authority (at the expected location of the head office).

• Step 2: Appraisal of documents: Investment registration agency conducts appraisal of documents.

• Step 3: Notification of request for correction or supplementation: In case of need to adjust or supplement documents, the investment registration agency will notify the investor (within 15 working days) from the date they receive documents.

• Step 4: Issuing results: If the application meets the conditions, the investment registration agency will issue an investment certificate to the investor.

However, reality shows that the procedure for applying for a foreign investment registration certificate may be different depending on the specific circumstances of the project. LUAT VA KE TOAN VIET MY 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 expected project location.

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

The competent authority evaluates the portion under its management and forwards it to the investment registration agency.

Land management and planning agencies must provide information and map extracts, with a processing time limit of 5 working days.

The Department of Planning and Investment prepares an appraisal report for the Provincial People’s Committee to decide on investment policies. In case of refusal, it must be notified in writing and clearly state the reason.

For projects with a capital scale of VND 5,000 billion or more, in addition to appraisal by other state agencies, the Department of Planning and Investment also sends documents 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 investors after receiving the investment policy decision.

5.2. For projects whose investment policies are decided by the Prime Minister

The investor sends 08 sets of documents to the Department of Planning and Investment at the expected location of the project.

The Department of Planning and Investment sent 02 sets of documents to the Ministry of Planning and Investment and at the same time transferred the documents to relevant state agencies to collect opinions.

Agencies that have appraisal opinions about the part under their management send comments to the Department of Planning and Investment and the Ministry of Planning and Investment.

The Department of Planning and Investment submits to the Provincial People’s Committee for consideration and sends comments to the Ministry of Planning and Investment on the investment project.

Upon receiving comments from the Provincial People’s Committee, the Ministry of Planning and Investment prepares an appraisal report. The Prime Minister decides on investment policies after receiving an appraisal report from the Ministry of Planning and Investment.

5.3. Projects for which investment policy decisions are made are implemented by the National Assembly

Investors submit investment project documents to the Department of Planning and Investment at the project location.

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

The State Appraisal Council checks project documents and prepares an appraisal report to send to the Government.

The Government transfers the dossier of investment policy decisions to the inspection agency of the National Assembly.

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

• Determine whether the project falls under the National Assembly’s authority to decide investment policies.
• Necessity of the project.

• The project’s compatibility with 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.

• Plans to resolve related issues such as site clearance, resettlement, and environmental protection.

• The effectiveness of the project in the future.

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

The Department of Planning and Investment issues 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 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 decision

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

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

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

• If any element in the application is not complete, the receiving specialist will guide and request the investor to supplement and complete the application.

Within 15 days from the date of receipt of complete and valid documents, the investment registration agency will issue an Investment Registration Certificate to the investor if the prescribed conditions are met.

6. Cases of expiry of 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 operating the investment project.

• The investment project has reached the end of its operating term according to the provisions of law in the country in which the project is invested.

• Conditions for terminating operations are specified in the contract or charter of the enterprise.

• The investor transfers all investment capital abroad to another investor.

• Past the 24-month period from the date of issuance of the Certificate of Investment Registration abroad without implementing or not being able to implement the project according to the schedule registered with the state management agency and without following procedures. Continue to adjust progress.

• Overseas economic organizations are dissolved or go bankrupt according to the laws of the investing country.

• According to the Court’s decision or arbitration award.

The investor must carry out procedures to stop the project’s operations in the investment country in accordance with the law of that country and carry out procedures to invalidate the Certificate of overseas investment registration.

This is all consulting information from LUAT VA KE TOAN VIET MY on procedures for applying for a foreign investment registration certificate. If readers have any other questions, please contact our Company for detailed advice and answers.