“To invest in Vietnam, foreign investors need to perform a series of legal procedures, including the procedure for granting Investment Registration Certificate in case of choosing direct investment method. This requires investors to accept policies as well as changes in legal regulations of Vietnam. Mastering the regulations on procedures for issuance of Investment Certificates helps investors to be more proactive in choosing suitable investment projects.”
1. Main methods of investment
Currently, investment capital of foreign investors in Vietnam is divided into two methods: Indirect investment (FPI) and direct investment (FDI).
Regarding indirect investment, investors do not directly participate in the management of investment activities but only through the purchase of: shares, stocks, bonds, other valuable papers, securities investment funds, etc. Therefore, with indirect investment capital, investors do not need to apply for an investment certificate but need to contribute to capital and carry out procedures for changing members and shareholders following the laws corresponding to each type of economic organization.
Regarding direct investment, the investor can establish a business organization; invest under various types of contracts; invest in business development or capital contribution, share purchase and mergers and acquisitions.
2. Cases in which the procedures for issuance of an Investment Registration Certificate are carried out
Cases in which the procedures for issuance of an Investment Registration Certificate must be carried out include:
- Investment projects of foreign investors;
- Investment projects of economic organizations specified in Clause 1, Article 23 of the Law on Investment (2020).
Cases in which the procedures for issuance of an Investment Registration Certificate are not required include:
- Investment projects of domestic investors;
- Investment projects of economic organizations specified in Clause 2, Article 23 of the Law on Investment;
- Investment in the form of capital contribution, purchase of shares, and purchase of capital contributions of economic organizations.
3. Conditions for issuance of the Investment Registration Certificate
For an investment project that is not subject to the approval of investment policies specified in Articles 30, 31 and 32 of the Law on Investment, an investor shall be granted an Investment Registration Certificate if it satisfies the following conditions:
- Investment projects other than those in sectors or trades banned for doing business and investing;
- Having a location for the implementation of the investment project;
- Investment projects in accordance with the planning specified at Point a, Clause 3, Article 33 of the Law on Investment;
- Satisfy the conditions on investment rate per land area and on the number of employees (if any);
- Meeting market access conditions for foreign investors.
4. Authority to grant Investment registration certificate
Case 1: The Management Board of industrial parks, export processing zones, hi-tech zones and economic zones shall grant Investment Registration Certificates for the following investment projects:
- Investment projects on construction and business infrastructure of industrial parks, export processing zones, high-tech zones and functional zones in economic zones;
- Investment projects implemented in industrial parks, export processing zones, high-tech zones and economic zones.
Case 2: Department of Planning and Investment issues an Investment Registration Certificate for investment projects located outside industrial parks, export processing zones, hi-tech zones, economic zones.
Case 3: The Department of Planning and Investment will issue the Investment Registration Certificate where the investor implements the investment project, locates or plans to set up an executive office to implement the investment project. It concerns the following investments projects:
- Investment projects implemented in 2 or more provincial-level administrative units;
- Investment projects implemented inside and outside industrial parks, export processing zones, high-tech zones and economic zones;
- Investment projects in industrial parks, export processing zones, hi-tech zones, and economic zones where the Management Board of industrial parks, export processing zones, hi-tech zones and economic zones has not been established or is not under the authority of the said Management Board.
4. The time limit for issuance of an Investment Registration Certificate
Case 1: For projects subject to the approval of investment policies
The investment registration authority shall grant the Investment Registration Certificate to an investment project subject to the approval of investment policies specified in Articles 30, 31 and 32 of the Law on Investment within the following time limit:
- 5 working days from the date of receipt of the written approval of the investment policy concurrently with the investor’s approval, for the investment project subject to the issuance of the Investment Registration Certificate;
- 15 days from the date of receipt of the investor’s request for an Investment Registration Certificate, for investment projects not falling into case 1.
Case 2: For projects not subject to approval of investment policies
The investment registration agency shall issue the Investment Registration Certificate to the investor within 15 days from the date of receipt of a valid dossier when the project meets the legally-stated conditions.
5. Dossier for issuance of an Investment Registration Certificate
Case 1: For projects subject to the approval of investment policies
The dossier for issuance of investment registration certificates for projects subject to the approval of investment policies is detailed in Article 35 of Decree 31/2021/ND-CP.
Case 2: For projects not subject to the approval of investment policies
The dossier for issuance of Investment Registration Certificates for projects not subject to the approval of investment policies is detailed in Article 36 of Decree 31/2021/ND-CP.
In conclusion, foreign investment in Vietnam not only brings economic benefits but also helps strengthen the partnership between Vietnam and countries around the world. However, this investment also requires careful preparation and advice to ensure that the investment process runs smoothly. The procedure for granting Investment Registration Certificates to foreign investors in Vietnam is one of the most important steps in this process.
