“The 2014 Investment Law has made 3 significant modifications regarding procedures for capital contribution registration, share purchase, policy request, and investment registration. “
1. Capital contribution and purchase of shares
It has been made mandatory for foreign investors and foreign-invested economic organizations, who contribute capital or purchase contributed capital and shares from limited liability and joint stock companies, to follow the procedures of capital contribution registration and share purchase in the following cases:
Foreign investors contributing capital to or purchasing shares or contributed capital from an economic organization operating in conditional investment sectors applied to foreign investors;
Capital contribution and purchase of shares or contributed capital lead to foreign investors holding from 51% and more of the charter capital of the economic organization.
2. Procedure of policy request
The procedure of policy request applies to a number of projects that affect greatly to national security, social order and safety, and the environment.
Depending on each case, investors might have to request for policy at different authorities:
The National Assembly: Projects that have significant effects on the environment or the potential to have serious effects on the environment; Projects that change purposes of land meant for rice cultivation with two or more crops of 500 hectares or larger; Projects that require relocation of 20,000 people or more in highlands and 50,000 people or more in other areas; Projects that require to apply special mechanisms or policies.
The Prime Minister: The following projects regardless of capital sources: Projects that require relocation of 10,000 people or more in highlands and 20,000 people or more in other areas; Construction and operation of airports; Air transport; Construction and operation of national seaports; Foreign-invested projects in sea transport, provision of telecommunication services with network infrastructure, afforestation, publishing, journalism, establishment of science and technology organizations or wholly foreign-invested science and technology companies.
The provincial People’s Committee: Projects that use land allocated or leased out by the Government without auction or bidding; Projects that use technologies that are on the List of technologies restricted from transfer prescribed by regulations of law on technology transfer. The policies of investment projects already executed at industrial parks, export-processing zones, hi-tech zones, and economic zones in conformity with the plans approved by competent authorities are not subject to approval of the provincial People’s Committee.
3. Grant of Investment Registration Certificate
Investors shall follow the procedure of requesting for an Investment Registration Certificate in the following events:
Economic organizations: the foreign investor holds from 51% or more of the charter capital; and partnerships with the majority of the general members is foreign nationals;
Investment projects of foreign investors.
PLF Law Firm