2020 is a year with many important events, including the event of the National Assembly of Vietnam through the EU-Vietnam Free Trade Agreement (EVFTA), which opened the opportunity to access the market of US $ 18,000 billion. On the morning of June 8, 2020. Investors will be very interested in the process and procedures for investing in Vietnam. Therefore, Thanh Do Law would like to introduce the article Procedures for carrying out investment activities from foreign countries into Vietnam so that customers are aware of current provisions of law.

I. Legal grounds

– Law on Investment 2014;

– Enterprise Law 2014;

– Relevant documents.

II. Competence to settle investment procedures

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

(1) The project affects the environment or has the potential to seriously affect the environment below:

(2) Nuclear power plant;

(3) Projects on conversion of use of national parks, nature reserves, landscape protection areas, scientific research or experimental forests of 50 hectares or more; headwater protection forests of 50 hectares or more; protection forests against wind, sand, river and sea encroachment, environmental protection of 50 hectares or more; production forests of 1,000 hectares or more.

(4) Land use with the requirement of changing the purpose of use of wet rice cultivation land of two hectares or more with a scale of 500 hectares or more;

(5) Migrants relocating 20,000 people or more in the mountains, 50,000 people or more in other regions;

2.2. The competence of the Government

(1) The planned project investment, irrespective of the myriad n in the following areas:

(i) Migrant relocation of 10,000 people or more in the mountains, 20,000 people or more in other areas;

(ii) Construction and operation of airports; Air transport;

(iii) Construction and operation of national seaports;

(iv) Oil exploration, exploitation and processing;

(v) Casino business;

(vi) Manufacture of cigarettes;

(vii) Golf course construction and business

(viii) Establishment of industrial parks, export processing zones, hi-tech parks and economic zones.

(ix) The project investment is not in the cases mentioned above, irrespective of scale capital and investment capital of VND 1,500 billion Vietnam upwards.

(2) The project invested abroad in the following areas:

(i) Shipping business;

(ii) Telecommunication service business with network infrastructure

(iii) Afforestation

(iv) Publishing and press;

(v) Establishment of an independent scientific research facility

2.3. Competent authority of the provincial People’s Committee

(1) The project is State land allocation, land lease not through auctions; tendering or accepting assignment; projects that require change of land use purpose;

(2) Projects using technology on the List of technologies restricted from transfer under the law on technology transfer.

(3) Decision authority of Management Board of industrial parks, export processing zones, hi-tech parks, and economic zones

(4) Projects that are allocated or leased land by the State through auction or transfer; projects that require a change of land use purpose to be carried out in IZs, EPZs, HTPs, EZs in accordance with the planning already approved by competent authorities.

(5) The project does not fall under the jurisdiction of the National Assembly, the Prime Minister, and the People’s Committee implemented in IZs, EPZs, HTPs, EZs;

(6) Provision for project infrastructure development of industrial zones, export processing zones, high-tech zone, EZ

(7) Authority of Department of Planning and Investment

(8) Projects outside IZs, EPZs, HTPs, EZs and not within the competence of the National Assembly, the Prime Minister, provincial People’s Committees, Management Boards of IZs, EPZs, HTPs, EZs;

(9) Provision for project infrastructure development of industrial zones, export processing zones, HTP in the local EZ yet established management boards.

2.5. Authority of the Ministry of Planning and Investment

(1) Ministry of Planning and Investment issues offshore investment registration certificate

(2) The Ministry is the focal plan consultation process the Prime Minister, the National Assembly in the planned project investment required for the approval of investment policy

(3) The Ministry of Planning and Investment is responsible for responding to the opinions of the Investment Management Authority on investment sectors not yet committed at WTO or international treaties to which Vietnam is a member.

III. Procedures for investment in establishment of an economic organization

When a foreign investor establishes an economic organization in Vietnam, a foreign investor must carry out the following procedures:

Step 1: Procedures for applying for investment policy decision

According to the current regulations on investment procedures, there are 3 agencies competent to decide on investment policies: the National Assembly, the Prime Minister, and the provincial People’s Committees.

Note: If it is not the case that an investment policy decision as mentioned above is required, foreign investors do not have to carry out this procedure.

Step 2: Procedures for applying for an investment registration certificate

– Prepare an application for an Investment Registration Certificate;

– Submission of 08 sets of records (T beam of procedure decided policy of the Prime Minister; 04 dossiers (case procedures decide the policy of the People’s Committees at provincial level); 01 record (School The case is not subject to investment policy decision to the investment registration agency:

+ Department of planning and investment

+ Management boards of industrial zones, export processing zones, hi-tech zones and economic zones.

– Explanation of licensing documents and conditions (if any)

– Receiving the result is the Investment Registration Certificate/Notice of not being granted an Investment Registration Certificate

Step 3: Carry out business registration procedures

– Prepare application for certificate of enterprise registration;

– Electronic filing via dangkykinhdoanh.gov.vn to the business registration office: Business Registration Office of the province/city directly under the Central Government; After 03 working days, the business registration agency will return the result (notice of amendment or valid notice).

– Explanation and provision of other documents (if any);

– Receiving the result is the Certificate of Enterprise Registration/Notice of refusal to grant an enterprise registration certificate;

Step 4: Carry out the procedures after being granted an investment registration certificate and enterprise registration certificate

– Declaring and paying business license tax;

– Implement procedures for issuing invoices;

Refer to the article on Procedures for establishment of economic organizations

IV. Procedures for contributing capital, buying shares, or buying capital contributions of business organizations in Vietnam

Step 1: Submit application for approval of capital contribution, share purchase, capital contribution

Step 2: The investment registration agency shall issue a notice of approval of capital contribution, share purchase and capital contribution within 15 working days;

Step 3: Submit application for procedures for changing business registration content

Step 4: The provincial/municipal business registration bureau grants an enterprise registration certificate to the investor;

Refer to article: Procedures for capital contribution, share purchase, capital contribution

V. Investment in the form of PPP contract

Case of the project proposed by the investor

Step 1: The investor prepares an investment project proposal and submits it to a competent agency

Step 2: Agencies competent to appraise and decide investment policies

Step 3: Publicize the project proposed by the investor

Step 4: Organize the selection of investors (if there are 02 or more investors submit a proposal)

Step 5: Contract signing, project implementation, settlement and transfer of works Other cases: Guided by Decree 68/2018/ND-CP on investment in the form of public-private partnership

Refer to article: Investing in PPP form

VI. Invest in the form of BCC contracts

Step 1: The parties sign a BCC contract

Step 2: Follow the procedures to apply for an Investment Registration Certificate

Step 3: Establish an office to run the project (if any)

Step 4: Implement the project

Refer to article: Investment procedures in the form of BCC contracts

Above is the entire content of procedures for investment from abroad into Vietnam of Thanh Do Law firm. If you need further reference please contact the Hotline number for lawyers and advice questions.