Regulations on Investment Registration Certificates

From January 1, 2021, the Investment Law 2020 takes effect to replace the 2014 Investment Law. Accordingly, there are many changes in legal regulations in the direction of attracting foreign investment in Vietnam. To implement an investment project in Vietnam, an investor must submit an application for an investment registration certificate to be licensed. So what are the legal regulations surrounding the issuance of investment registration certificates? If you are wondering about this problem, you can contact Apolo Lawyers Law Firm via email contact@apolo.com.vn or hotline - 0903.419.479 for the best advice and support.

1. What is an Investment Registration Certificate?

Investment registration certificate is a paper or electronic document recording the investor registration information about an investment project.

Pursuant to Article 40 of the Investment Law 2020, the contents of the IRC include:

• Investment project name.
• Investors.
• Investment project code. Investment project code is a sequence of numbers automatically generated by the National Investment Information System and recorded in the Investment Registration Certificate. Each investment project is assigned a unique code, which exists during the project operation and expires when the project terminates its operation.
• Location of the investment project, land use area.
• Objectives and scale of investment projects.
• Investment capital of the investment project (including contributed capital of the investor and mobilized capital).
• Term of operation of the investment project.
• Investment project implementation progress, including:
  • Progress of capital contribution and mobilization of capital sources;
  • The progress of the implementation of the main operational objectives of the investment project, in case the investment project is divided into phases, the progress of each stage must be specified.
• Forms of incentives, investment support and grounds and conditions for application (if any).
• Conditions for investors implementing investment projects (if any).

2. Cases in which the Investment Registration Certificate is issued

According to the law, the following cases must carry out the procedures for granting an Investment Registration Certificate:

• Investment projects of foreign investors;
• Investment projects of economic organizations that make capital contributions, purchase shares or purchase capital contributions of other economic organizations; investment in the form of BCC contract if such economic organization falls into one of the following cases:
  • Having a foreign investor holding more than 50 percent of the charter capital or having the majority of general partners being foreign individuals, for economic organizations being a partnership;
  • Having an economic organization specified at Point a holding more than 50 percent of its charter capital;
  • There are foreign investors and economic organizations specified at Point a holding more than 50 percent of the charter capital.

For cases not required to carry out procedures for issuance of Investment Registration Certificate such as:

• Investment projects of domestic investors;
• Investment projects of economic organizations specified in Clause 2, Article 23 of the Law on Investment 2020

If the investor wishes to issue an Investment Registration Certificate for an investment project, the investor shall carry out the procedures for granting an Investment Certificate as usual.

Regulations on investment registration certificates

Note: The case of issuance of an Investment Registration Certificate depends on whether the investment project is granted an investment policy decision or not. The following cases can be divided:

+ Firstly, if an investment project is granted an investment policy decision under Articles 30, 31, and 32 of the Law on Investment and must be granted an Investment Registration Certificate, the decision on investment policy must be made first. issue the Investment Registration Certificate.

+ Second, if an investment project is not required to decide on investment policies and must be granted an Investment Registration Certificate, it is only necessary to carry out the procedures for issuance of an Investment Registration Certificate.

3. Authority to issue Investment Registration Certificate

The competence to issue an IRC is prescribed in the following order:

Firstly, the investment registration agency where the investor implements the investment project, locates or intends to set up an executive office to execute the investment project, shall issue an investment registration certificate for the following investment projects:

1. Investment projects implemented in 02 or more provincial-level administrative units;
2. Investment projects implemented inside and outside industrial parks, export processing zones, high-tech zones and economic zones;
3. Investment projects in industrial parks, export processing zones, hi-tech zones, economic zones where the management board of industrial parks, export processing zones, hi-tech zones, economic zones has not been established or is not under the management Management board of industrial parks, export processing zones, high-tech zones and economic zones.

Secondly, the Management Board of industrial parks, export processing zones, high-tech zones and economic zones shall issue an investment registration certificate for investment projects in industrial parks, export processing zones, high-tech zones and economic zones, except as prescribed. as above.

Thirdly, the Department of Planning and Investment shall issue, adjust and revoke the Investment Registration Certificate of Investment Registration Certificate for investment projects outside industrial parks, export processing zones, high-tech zones and economic zones.

4. Procedures for Issuance of Investment Registration Certificate

- Step 1: The investor determines the investment project to be implemented

Need to determine whether the project requires approval of investment policy or not? In case it is necessary to ask the school owner to invest in the project, the investor needs to carry out the procedures to apply for the investment school owner before proceeding with the procedure for granting an investment certificate.

- Step 2: Prepare documents for the application for an investment registration certificate

Application requirements:

• Dossier of application for investment registration certificate, documents; reports submitted to competent state agencies shall be made in Vietnamese.
• In case the investment registration dossier contains documents in a foreign language, the investor must have a valid Vietnamese translation enclosed with the foreign language documents.
• In case of papers; If documents in the investment registration dossier are made in Vietnamese and a foreign language, the Vietnamese version shall be used to carry out investment procedures.
• The investor is responsible in case there is a difference between the translated content or the copy and the original and in case there is a difference between the Vietnamese version and the foreign language version.

Profile composition:

• A written request for the implementation of an investment project;
• Copy of ID card, passport for individual investors; a copy of the Business Registration Certificate for the investor being a legal entity;
• Investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan; location, time limit, investment progress, labor demand; propose investment incentives, assess the impact and socio-economic efficiency of the project;
• A copy of one of the following documents: financial statements of the last 2 years of the investor; commitment to financial support of the parent company; financial institution commitment to financial support; guarantee on financial capacity of investors; documents explaining financial capacity;
• Proposing land use needs; If the project does not request the State to allocate land; for land lease or permission to change the land use purpose, a copy of the location lease agreement shall be submitted; other documents certifying that the investor has the right to use the site to implement the investment project;
• An explanation on the use of technology, for technology on the List of technologies restricted from transfer in accordance with the law on technology transfer, includes the following contents: technology name, technology origin, diagram Technological process; main technical parameters, use status of main machinery, equipment and technological lines;
• BCC contract for investment projects in the form of BCC contract.

- Step 3: Submit application for investment registration certificate

Submit your application at the competent authority listed above.

- Step 4: Appraise the application and issue an investment registration certificate

For projects subject to approval of investment policy

The investment registration authority shall issue the Investment Registration Certificate within the following time limit:

• 05 working days from the date of receipt of the written approval of the investment policy and concurrently with the investor approval for the investment project subject to the IRC.
• 15 days from the date of receipt of the investor request for issuance of an IRC, for an investment project that does not fall into the above case.

For projects that do not require approval of investment policies

An investor is granted an Investment Certificate if it meets the following conditions:

• Investment projects that are not in industries or trades banned from business investment;
• Having a location for the implementation of the investment project;
• Investment projects are assessed for conformity with national planning, regional planning, provincial planning, urban planning and planning of special administrative-economic units (if any);
• Satisfy the conditions on investment rate per land area, number of employees (if any);
• Meeting market access conditions for foreign investors.

Regulations on investment registration certificates

Immediately contact Apolo Lawyers Law Firm via email contact@apolo.com.vn or hotline - 0903.419.479 for specific advice and answers. We always aim to solve problems quickly, accurately, timely and effectively.

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