When foreign investors want to establish a company in Vietnam, they need to implement an investment project, apply for an investment registration certificate and an enterprise registration certificate. Depending on the business line that the foreign investor wants to do business, if it is a business line with market access conditions for foreign investors, then it is still necessary to carry out procedures to apply for a “sublicense” and meet other conditions prescribed by specialized laws (if any) to start a business. However, in this article, KAV Lawyers will only briefly inform readers about the order and procedures for applying for an investment registration certificate (in case an investment policy approval is not required) when foreign investors establish a company in Vietnam.
The order and procedures for applying for an Investment Registration Certificate are as follows:
Step 1: Check whether the business line meets the market access conditions?
Pursuant to Article 9 of the 2020 Law on Investment, business lines and market access conditions applied to foreign investors are prescribed as follows:
“1. Market access conditions applied to foreign investors are the same as those applied to domestic investors, except for the case specified in Clause 2 of this Article.
2. Pursuant to Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory, the Government shall promulgate a List of business lines with restricted market access for foreign investors, including:
a) Prohibited business lines;
b) Restricted business lines.
3. Market access conditions applied to foreign investors specified in the List of business lines with restricted market access for foreign investors include:
a) Holding of charter capital by the foreign investor in a business organization;
b) Investment method;
c) Scope of investment;
d) Capacity of the investor; partners participating in the investment activities;
dd) Other conditions specified in the Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory.
4. The Government shall elaborate this Article”.
Thus, foreign investors are entitled to apply market access conditions as prescribed for domestic investors, except for cases on the list of business lines with restricted market access for foreign investors prescribed in Laws and resolutions of the National Assembly, ordinances and resolutions of the Standing Committee of the National Assembly, decrees of the Government and international treaties to which Vietnam is a contracting party.
Foreign investors applying for an Investment Registration Certificate to establish an economic organization need to check the list of business lines in the WTO Schedule of Commitments and other international treaties on investment to which Vietnam is a contracting party (if any), the list of business lines banned from business investment, the list of business lines with restricted market access for foreign investors specified in the Law on Investment, specialized laws and guiding documents to consider, examine and evaluate whether the intended business lines are allowed to invest in and do business in Vietnam as well as the conditions that foreign investors need to meet in order to make business investment for those business lines in Vietnam.
Step 2: Preparing dossiers
Pursuant to Article 36 of Decree No. 31/2021/ND-CP detailing and guiding the implementation of the Law on Investment and Clause 1, Article 33 of the 2020 Law on Investment, foreign investors need to prepare 01 set of dossiers for an Investment Registration Certificate includes the following documents:
- A written request for implementation of the investment project, including a commitment to bear all costs and risks if the project is not approved;
- Documents on the investor’s legal status: (1) A valid copy of one of the following papers: Identity card, citizen identification card, valid passport, other personal identification papers for foreign investors being individuals; (2) A valid copy of one of the following papers: Certificate of enterprise registration, Certificate of establishment, Decision of establishment or other documents with equivalent legal validity for foreign investors being organizations;
- Documents proving the investor’s financial capacity, including at least one of the following documents: financial statements for the last 2 years of the investor; commitment to financial support of the parent company; financial institution’s commitment to financial support; guarantee on the financial capacity of the investor; other documents proving the financial capacity of the investor;
- An investment project proposal includes the following main contents: investor or investor selection form, investment objective, investment scale, investment capital and capital mobilization plan, location, time limit, implementation progress, information on the current status of land use at the project site and proposed land use demand (if any), labor demand, proposal for investment incentives, socio-economic impacts and efficiency of the project, preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection. If the construction law provides for the preparation of a pre-feasibility study report, the investor may submit a pre-feasibility study report instead of an investment project proposal.
- In case the investment project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the paper on land use rights or another document determining the right to use the investment project site shall be submitted;
- The explanation of the technology used in the investment project for the project subject to appraisal and consultation on technology in accordance with the law on technology transfer;
- Other documents related to the investment project, requirements on conditions and capacity of the investor as prescribed by law (if any).
Note: Documents issued by foreign countries must be consular legalized, translated into Vietnamese and authenticated in accordance with Vietnam law.
Step 3: Submission of dossiers
Pursuant to Clause 1, Article 38 of Decree No. 31/2020/ND-CP guiding the Law on Investment, “Before carrying out the procedures for granting and adjusting the Investment Registration Certificate, the investor must declare online information on investment project on the National Investment Information System. Within 15 days from the date of online declaration, the investor shall submit the dossier for issuance and adjustment of the Investment Registration Certificate to the investment registration agency. If the dossier is not received by the investment registration agency within 15 days from the date of online declaration, the online declaration dossier is no longer valid”.
Thus, before submitting the dossier for an Investment Registration Certificate, a foreign investor shall declare online information about an investment project on the National Information System on Foreign Investment. Within 15 days from the date of online declaration, the investor must submit the dossier for the Investment Registration Certificate to the Investment Registration Agency.
Step 4: Obtaining result
Within 15 days from the day on which the complete dossier is received, the investment registration agency shall issue the Investment Registration Certificate; In case of refusal, the investor will be notified in writing and clearly stated the refusal reasons.
Note: After obtaining the Investment Registration Certificate, the foreign investor will carry out the procedures for applying for an Enterprise Registration Certificate.
Above is an article about investment registration KAV Lawyers send to you. In case you have any questions or would like any other legal advice, please contact KAV Lawyers via the contact addresses below:
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