Summary of legal regulations on investment procedures

Brief description of the legal provisions on investment procedures

TABLE OF CONTENTS

Cases of issuance of the IRC
Investment registration agency
Procedures for registration of IRCs for projects that are not subject to decision on investment policies
Authority to decide on investment policy of the People’s Committee of the province
Investment registration procedures for projects decided on investment policies by the provincial People’s Committee
Authority to decide on investment policy of the Prime Minister
Investment registration procedures for projects whose investment policies are decided by the Prime Minister
Authority to decide on investment policy of the National Assembly
Investment registration procedures for projects decided by the National Assembly on investment policies
Adjustment of IRC
Adjustment of decision on investment policy for projects that are not subject to the issuance of an IRC
Expand investment progress
Suspend or stop the operation of investment projects
Terminate the operation of the investment project

1. Cases of issuance of investment registration certificate

A. Cases in which the procedures for issuance of an Investment Registration Certificate must be carried out

1) Investment projects of foreign investors;

2) Investment projects of economic organizations, in which foreign investors have a controlling capital, including:

a) There is a foreign investor holding 51% or more of the charter capital or the majority of general partners are foreign individuals, for economic organizations being a partnership;

b) Having an economic organization specified at Point a of this Section holding 51% or more of the charter capital;

c) Foreign investors and economic organizations specified at Point a of this Section hold 51% or more of the charter capital.

B. Cases that do not have to carry out procedures for issuance of an Investment Registration Certificate:

Investment projects of domestic investors;
Investment projects of foreign-invested economic organizations (except for the case specified in Section 2, Part A above)
Investment in the form of capital contribution, purchase of shares or capital contribution of economic organizations.
For the above case, which is subject to decision on investment policies, the investor shall implement the investment project after receiving the decision on investment policy.

C. In case the investor does not have to carry out the procedures for issuance of the IRC but still needs to issue the IRC, the investor shall carry out the procedures for the issuance of the IRC in accordance with the law.

2. Investment registration agency

A. The Department of Planning and Investment receives, issues, adjusts and revokes IRCs for the following investment projects:

a) Investment projects outside industrial parks (IZs), export processing zones (EPZs), high-tech zones (CNCs), economic zones (EZs);

b) Investment projects on infrastructure development of IZs, EPZs, IZs and investment projects in IZs, EPZs and IZs in localities where a Management Board has not been established.

B. Management Boards of IZs, EPZs, IZs, EZs shall receive, issue, adjust and revoke investment certificates for investment projects in IZs, EPZs, IZs and EZs, including:

a) Investment projects to develop infrastructure of industrial zones, EPZs and IZs;

b) Investment projects implemented in IZs, EPZs, IZs and EZs.

C. The Department of Planning and Investment where the investor locates or is expected to have its head office or executive office for the implementation of an investment project shall receive, issue, adjust and withdraw the IRC for the following investment projects. This:

a) Investment projects implemented in many provinces and centrally run cities;

b) Investment projects implemented simultaneously inside and outside the IZ, EPZ, IZ and EZ.

3. Procedures for registration of IRCs for projects that are not subject to investment policy decisions

(1) The investor submits the application file at the investment registration agency, including:

a) A written request for implementation of the investment project;

b) Copies of identification papers; documents confirming legal status;

c) Investment project proposal, including the following contents: name of investor, investment objectives, scale, capital and capital mobilization plan, location, duration, investment schedule, labor demand, propose investment incentives, assess the impact and socio-economic efficiency of the project;

d) A copy of the investor’s financial statements for the last 2 years; commitment to financial support of the parent company; financial institution’s commitment to financial support; guarantee on the financial capacity of the investor; documents explaining the financial capacity of the investor;

dd) Proposal for land use demand or a copy of the location lease agreement or other document certifying that the investor has the right to use the site to implement the investment project;

e) Explanation on technology use for projects using technology on the list of restricted transfer including the following contents: technology name, technology origin, technological process diagram; main technical parameters, use status of main machinery, equipment and technological lines;

(2) The investment registration authority shall issue an IRC if the following conditions are satisfied:

a) Objectives of the investment project are not in the industries and trades banned from investment and business;

b) Investment projects that satisfy investment conditions for foreign investors

4. Authority to decide on investment policy of the Provincial People’s Committee

A. Provincial-level People’s Committees shall decide on investment policies for the following projects:

a) The project is allocated or leased land by the State without auction, bidding or transfer; projects requiring change of land use purpose;

b) The project uses technology on the list of technologies restricted from transfer in accordance with the law on technology transfer.

B. If the project in item a is implemented in an IZ, EZ, EPZ or IZ, in accordance with the approved planning, the Management Board shall decide on the investment policy after consulting relevant agencies. do not have to submit to the provincial People’s Committee

5. Investment registration procedures for projects decided on investment policies by the People’s Committee

A. An investment project registration dossier includes:

a) A written request for implementation of the investment project;

b) A copy of the investor’s identification papers and documents certifying the legal status of the investor;

dd) Proposal for land use demand or a copy of the location lease agreement or other document certifying that the investor has the right to use the site to implement the investment project;

g) BCC contract for investment projects in the form of BCC contract.

B. Investment registration procedures for projects whose investment policies are decided by the People’s Committee:

Investors submit investment registration documents
The investment registration agency collects opinions (planning, land, investment conditions of foreign investors, investment incentives, technology) of relevant state agencies.
Relevant state agencies appraise and send comments to the investment registration agency
The investment registration agency shall make an appraisal report and send it to the People’s Committee of the province
Provincial People’s Committee considers and decides on investment policy
For projects subject to the issuance of an IRC, the investment registration authority shall issue the IRC after the decision on investment policy is issued.

C. For an investment project that is allocated or leased land by the State without auction, bidding, or receiving the transfer of land use rights or assets attached to land, the investment project requires a change of location. Land use purposes shall be implemented in industrial zones, export processing zones, industrial zones and economic zones in accordance with the planning approved by competent authorities, the investment registration authority shall issue the investment registration certificate to the investor after consulting relevant agencies. without having to submit to the provincial People’s Committee for decision on investment policy.

6. Authority to decide on investment policy of the Prime Minister

The Prime Minister shall decide on investment policies for the following projects

A. Projects regardless of capital sources fall into one of the following cases:

a) Migrant and resettled from 10,000 people or more in mountainous areas, from 20,000 people or more in other regions;

b) Construction and operation of airports; Air transport;

c) Construction and operation of national seaports;

d) Exploration, extraction and processing of oil and gas;

dd) Betting, betting and casino business activities;

e) Manufacture of cigarettes;

g) Develop infrastructure of industrial parks, export processing zones and functional zones in economic zones;

h) Construction and business of golf courses;

B. Projects not listed in Section 1 with an investment capital of 5,000 billion VND or more;

C. Projects of foreign investors in the fields of shipping business, business of telecommunications services with network infrastructure, afforestation, publishing, press, establishment of science and technology organizations, science and technology enterprises with 100% foreign capital;

D. Other projects under the authority to decide on investment policies or to decide on investment of the Prime Minister according to the provisions of law.

7. Investment procedures for projects whose investment policies are decided by the Prime Minister

Investment registration procedures for projects decided by the Prime Minister on investment policies:

The investor submits the investment project dossier to the investment registration agency where the investment project is implemented
The investment registration agency shall send the dossier to the Ministry of Planning and Investment and send the dossier to the concerned state agency for opinions.
The Ministry of Planning and Investment shall organize the appraisal of investment project dossiers and make appraisal reports and submit them to the Prime Minister for decision on investment policies.
For projects that must be issued with an Investment Certificate: After receiving the investment policy decision, the Investment Registration Authority shall issue an Investment Certificate to the investor.
For projects with a capital of over 5,000 billion VND (except for the case specified in Clause 1, Article 31 of the Law on Investment), in accordance with the planning approved by competent authorities, it is only necessary to consult the Ministry of Planning and Investment. Investment Plan and related agencies.

8. Authority to decide on investment policy of the National Assembly

Projects approved by the National Assembly on investment policies:

Projects that have a major impact on the environment or have the potential to seriously affect the environment, including:

Nuclear power plants;
Change the land use purpose of national parks, nature reserves, landscape protection zones, scientific research and experimental forests from 50 hectares or more; watershed protection forest of 50 hectares or more; protective forest for wind, sand, wave, sea encroachment, environmental protection of 500 hectares or more; production forests of 1,000 hectares or more.

Use of land requiring change of land use purpose for wet rice cultivation for two or more crops with a scale of 500 hectares or more;
Migrants and resettled from 20,000 people or more in mountainous areas, from 50,000 people or more in other regions;
Projects that require the application of special mechanisms and policies should be decided by the National Assembly.

9. Investment registration procedures for projects decided on investment policies by the National Assembly

Investment registration procedures for projects decided by the National Assembly on investment policies

The investor submits the investment project dossier to the investment registration agency where the investment project is implemented
The investment registration agency shall send the investment project dossier to the Ministry of Planning and Investment. The Ministry of Planning and Investment reports to the Prime Minister to establish the State Appraisal Council
The State Appraisal Council organizes the appraisal of investment project dossiers and prepares appraisal reports and makes appraisal reports to submit to the Government.
At least 60 days before the opening of the National Assembly session, the Government shall send the dossier of decision on investment policy to the agency in charge of verification of the National Assembly.
The Government and relevant agencies, organizations and individuals are responsible for providing adequate information and documents; explain issues under the project’s contents at the request of the agency in charge of verification of the National Assembly.
The National Assembly considers and approves a resolution on investment policy or refuses
For projects subject to the issuance of an IRC: the investment registration authority shall issue the IRC after the decision on investment policy is issued.

10. Adjustment of ERC

A. Dossier for adjustment of the IRC includes:

a) A written request for adjustment of the IRC;

b) Report on the implementation of the investment project up to the time of application for adjustment of the investment project;

c) Decide on the adjustment of the investor’s investment project;

d) Other documents related to the adjusted contents (if any): Papers proving the investor’s legal status; propose adjustment of investment projects; documents explaining financial capacity; proposal for adjustment of land use needs or other documents certifying the investor’s right to use the site

e) Explanation of technology use for projects using technology restricted from transfer

B. After receiving the complete application, the investment registration authority shall adjust the IRC; In case of refusal, the investor must be notified in writing and clearly state the reasons therefor.

C. For projects subject to investment policy decision, when adjusting investment objectives, locations, key technologies, increase or decrease by more than 10% of total investment capital, implementation duration, change house investment or change conditions for investors (if any), procedures for decision on investment policies must be carried out before adjusting the IRC.

D. In case the investor’s proposal for adjustment of the contents of the Investment Registration Certificate results in an investment project subject to a decision on investment policies, the investment registration authority shall carry out procedures for making a decision. to decide on investment policies before adjusting the Investment Registration Certificate.

11. Adjustment of decision on investment policy for projects that are not eligible for issuance of an IRC

A. An investor shall carry out procedures for adjusting the decision on investment policies in the following cases:

a) Adjustment of investment objectives, locations and key technologies;

b) An increase or decrease of more than 10% of the total investment capital changes the objective, scale and capacity of the investment project;

c) Adjustment of the implementation period of the investment project or change the conditions for investors (if any).

B. For an investment project that is allocated or leased land by the State without auction, bidding, or receiving the transfer of land use rights or properties attached to land, the investment project requires a change of location. Land use purposes in industrial zones, EPZs, EZs and IZs are in line with the approved planning. The Management Board consults agencies related to the adjustment content. After receiving appraisal comments, the Management Board decides to adjust the investment policy.

C. For projects with a capital scale of VND 5,000 billion or more, not falling into the cases specified in Clause 1, Article 31 of the Law on Investment, and in accordance with the approved planning, the investment registration agency shall seek opinions from investors. The Ministry of Planning and Investment and relevant state agencies before deciding on investment policies.

12. Extend investment progress

A. For a project granted an Investment Certificate or investment policy decision, the investor must make a written proposal to the investment registration authority when extending the schedule for implementation of investment capital, construction and commissioning main process into operation (if any); progress of implementing the operational objectives of the investment project.

B. Proposed content extension:

a) Operational status of the investment project and the fulfillment of financial obligations to the State from the date of issuance of the IRC or the decision on investment policy to the time of schedule extension;

b) Explain the reason and time limit for extending the project implementation schedule;

c) The plan to continue implementing the project, including the plan for capital contribution, the progress of capital construction and putting the project into operation;

d) The investor’s commitment to continue the project implementation.

C. The total extension of the investment schedule must not exceed 24 months. In case of force majeure, the time to overcome the consequences of force majeure shall not be included in the extension of the investment schedule.

D. After receiving the proposal, the investment registration authority shall give written comments on the extension of the investment schedule.

13. Suspension or cessation of operation of investment projects

A. The investor who suspends the operation of an investment project must notify in writing the investment registration agency. In case of suspension of operation of an investment project due to force majeure, the investor is exempted from land rent during the period of suspension of operation to overcome consequences caused by force majeure.

B. The state management agency in charge of investment shall decide to suspend or stop part of the operation of an investment project in the following cases:

a) To protect relics, relics, antiquities and national treasures in accordance with the Law on Cultural Heritage;

b) To remedy environmental violations at the request of the state environmental management agency;

c) To take measures to ensure occupational safety at the request of the state agency in charge of labor;

d) According to the decision or judgment of the Court or Arbitrator;

dd) The investor fails to comply with the contents of the Investment Registration Certificate and has been administratively handled but continues to violate.

C. The Prime Minister shall decide to suspend part or all of the operation of an investment project in case the project implementation poses a risk to national security at the request of the Ministry of Planning and Investment.

14. Termination of operation of investment projects

A. An investment project is terminated in the following cases:

a) The investor decides to terminate the operation of the project;

b) According to the conditions for termination of operation specified in the contract, the enterprise’s charter;

c) The operation term of the investment project expires;

d) The investment project falls into one of the cases where the state agency decides to stop its operation but the investor is unable to overcome the conditions of cessation of operation;

dd) The investor has land recovered by the State for implementation of an investment project or is not allowed to continue using the investment location and fails to carry out the procedures for adjusting the investment location within 06 months from the date of issuance of the decision. intend to acquire land or not continue to use the investment site;

e) The investment project has been shut down and within 12 months from the date of shutdown, the investment registration agency cannot contact the investor or the investor’s legal representative;

g) After 12 months, the investor fails to implement or is unable to execute the project according to the schedule registered with the investment registration agency and is not eligible for extension of the project implementation schedule.

h) According to the judgment or decision of the Court or Arbitrator.

B. The investment registration authority shall decide to terminate the operation of an investment project in the cases specified at Points d, dd, e, g and h above.

C. Investors liquidate the investment project by themselves in accordance with the law on asset liquidation when the investment project terminates its operation.

D. Except in case of extension, the investment project has land recovered by the State and the investor does not liquidate the land-attached assets by themselves within 12 months from the date of land recovery, the decision-making agency shall decide to recover land, organize the liquidation of assets attached to land.

*Note: The above article is for reference only. In case you have the need to carry out investment activities, please contact us for timely and accurate updates.