THINGS TO KNOW ABOUT INVESTMENT CERTIFICATES

When a foreign investor invests in Vietnam in the form of an economic organization, it is compulsory to carry out the procedures for applying for an investment certificate. So what is investment certificate? What are the procedures for granting investment registration certificates? Let's find out with OTIS LAWYERS in this article!

Legal grounds

Law on Investment 2020

What is investment certificate?

Investment Certificate, also known as Investment Registration Certificate (IRC). According to the provisions of Clause 11 Article 3 of the Law on Investment in 2020, "The investment registration certificate is a paper or electronic document recording the investor's registration information about an investment project."

Contents of investment certificate

According to the provisions of Article 40 of the Law on Investment 2020, the IRC records the following contents:
- Investment project name.
- Investors.
- Investment project code.
- Location of the investment project, land use area.
- Objectives and scale of investment projects.
- 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 stages, 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).

The project must be applied for an investment certificate

Investment projects of foreign investors;
Investment projects of economic organizations fall into the following cases:
+ There is a foreign investor holding more than 50% of the charter capital/the majority of general partners are foreign individuals, in the case of a partnership;
+ There are economic organizations with foreign investors holding more than 50% of charter capital or the majority of general partners are foreign individuals, for partnerships, holding more than 50% of charter capital;
+ There are foreign investors and economic organizations in which foreign investors hold more than 50% of the charter capital or the majority of general partners are foreign individuals, for economic organizations that are partnerships, holding more than 50% of charter capital.

Thus, if in the above case, investors must carry out the procedures for issuance of an IRC, which is equivalent to applying for an Investment Certificate.

The projects are not required an investment certificate

Investment projects of domestic investors;
Investment projects of economic organizations do not fall into the following cases:
+ Foreign investor holding less than 50% of the charter capital/the majority of general partners are foreign individuals, in the case of a partnership;
+ There are economic organizations that foreign investors holding less than 50% of charter capital or the majority of general partners are foreign individuals, for partnerships holding less than 50% of charter capital;
+ There are foreign investors and economic organizations in which foreign investors hold less than 50% of the charter capital or the majority of general partners are foreign individuals, for economic organizations that are partnerships holding less than 50% of charter capital.
Investment in the form of capital contribution, purchase of shares, purchase of capital contributions of economic organizations.

Thus, in the above case, investors do not need to carry out the procedures for issuance of an Investment Certificate, which means that they do not have to apply for an Investment Certificate. However, if the investor wishes to issue an Investment Certificate (except for the case of investment in the form of capital contribution, share purchase, purchase of capital contribution of economic organizations), they can still carry out procedures for issuance of an Investment Certificate. Investment certificate as prescribed.

Authority to issue, modify and revoke investment certificates

The following authorities are competent to grant:
- The Management Board of industrial zones, export processing zones, hi-tech zones and economic zones shall receive and issue investment registration certificates for investment projects;
- The Department of Planning and Investment shall receive and issue permits for investment projects outside industrial zones, export processing zones, hi-tech zones and economic zones;
- The Department of Planning and Investment where the investor is located or is expected to have its head office or an executive office to implement an investment project shall receive and issue the IRC for investment projects implemented in many provinces and cities. Centrally-affiliated cities and investment projects implemented inside and outside industrial zones, export processing zones, high-tech zones and economic zones.

DOSSIER

The dossier to be applied for an Investment Registration Certificate consists of the document proposed by the investor and proposed by the investment registration agency.

Investment project documents proposed by the investor

• Written request for investment project implementation
• Documents on investor's legal status (Copy of identity card, or passport for individual investor; copy of Certificate of Incorporation or other equivalent document certifying legal status for institutional investors)
• Investment project proposal including contents such as: investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, deadline, schedule implementation, information on current land use at the project site and proposed land use demand (if any), labor demand, proposal for investment incentives, impact, efficiency socio-economic of the project, preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection.
• 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 holding company; financial institution's commitment to financial support; guarantee on the financial capacity of the investor; document explaining investor's financial capacity (copy)
• Proposed demand for land use; In case the project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the location lease agreement or other document certifying that the investor has the right to use the site for implementing current investment project;
• The explanation of technology used in the investment project for the project subject to appraisal and consultation on technology in accordance with the law on technology transfer;
• BCC contract for investment projects in the form of BCC contract
• Other documents related to the investment project, requirements on conditions and capacity of investors as prescribed by law (if any).

Investment project dossiers made by competent state agencies

• Application for approval of investment policy;

• Investment project proposal includes the following main contents: investment objective, investment scale, investment capital, location, time limit, implementation schedule, impact, socio-economic efficiency of project;

• Information on the current state of land use at the project site, land recovery conditions for projects subject to land recovery, and expected land use demand (if any);

• Preliminary assessment of environmental impacts (if any) in accordance with the law on environmental protection;

• Expected form of investor selection and conditions for investors (if any); special mechanisms and policies (if any).

If the construction law stipulates the preparation of a pre-feasibility study report, the competent state agency may use the pre-feasibility study report instead of the investment project proposal.

Procedures for application of an investment certificate

Investment projects subject to decision on investment policies

Step 1: Prepare documents
Investors prepare all relevant documents as mentioned above
Step 2: Submit the application to the investment registration agency
Step 3: Within 05 working days from the date of receipt of the decision on investment policy, the investment registration authority shall issue the Investment Registration Certificate to the investor.

Investment projects that are not subject to decision on investment policies

Step 1: Prepare documents
Step 2: Submit the application to the investment registration agency
Step 3: Within 15 working days from the day on which the complete application is received. The investment registration authority shall issue the Investment Registration Certificate; In case of refusal, the investor must be notified in writing and clearly state the reasons therefor.

Above is our advice on investment certificates. We hope that this will be a useful reference for readers who want to learn the provisions of the law on investment.

OTIS LAWYERS. Consulting Service for Investment Certificate

OTIS LAWYERS is always proud to be a professional unit in the field of investment consulting. Having a team of highly qualified lawyers with extensive experience and dedication to clients. We believe that you will be provided with the best, most professional service, reasonable cost and time. Complete the process as quickly as possible. We commit that all client information is absolutely confidential and client interests always come first.

Our service package includes:
Consulting on conditions and procedures for applying for an investment registration certificate
Consulting, drafting documents for investment registration certificates
Representing clients to work with competent state agencies during the process of applying for an Investment Registration Certificate
On behalf of receiving and handing over the Investment Registration Certificate to clients.

For any questions or comments, please contact:
OTIS AND PARTNERS LAW FIRM
Office address: K28 - Group K, Lane 68 Trung Kinh, Yen Hoa Ward, Cau Giay District, Hanoi
Email: [email protected]
Hotline: 0987748111