Some investors, when investing in Vietnam, still do not understand the concepts of investment registration certificates as well as the concept of investment activities as prescribed by law. In addition, the Investment Law 2005 was replaced by the Investment Law 2014 with new regulations, which made investors not fully understand these concepts, causing difficulties in the process of investment, production and business activities. joint venture in Vietnam. We would like to summarize the concepts that investors need to know when carrying out investment activities in Vietnam in accordance with the current law.
I. LEGAL BASIS
– Law on Investment 2014;
– Enterprise Law 2014;
II. SOME CONCEPTS ABOUT INVESTMENT NEEDED
The Investment Law 2005 recognizes that when an investor establishes an economic organization in Vietnam, it will be granted an Investment Certificate which covers both business registration and enterprise registration. Accordingly, the investment certificate is also the certificate of business registration. This provision hinders investors when investing in Vietnam due to the conflict between the provisions of the Investment Law and the Enterprise Law. Therefore, the Investment Law 2014 separates the contents of investment project registration and enterprise registration content. After being granted an investment registration certificate, enterprises will register for an enterprise registration certificate according to the amended Enterprise Law.
2.1. What is the investment registration certificate?
Investment registration certificate means a paper or an electronic document recording information of an investor’s registration of an investment project, newly or modified by the Department of Planning and Investment. The purpose is for foreign individuals and organizations to legally invest in Vietnam.
2.2. Cases required to carry out the procedures for granting investment registration certificates
In some special cases, investors must carry out the procedures for applying for an investment registration certificate before conducting business activities in Vietnam.
These cases include:
(1) Investment projects of foreign investors;
(2) Investment projects of economic organizations in the following cases:
(2.1) Economic organizations with foreign investors holding 51% or more of charter capital or most of the general partners are foreign individuals, for economic organizations being partnership companies;
(2.2) There are economic organizations as stipulated in item (2.1) of which they hold 51% or more of the charter capital;
(2.3) Having foreign investors and economic organizations defined in item (2.1) of which this organization holds 51% or more of the charter capital;
(3) An investment project under a BBC contract that one of the parties is a foreign investor;
(4) Investment projects after obtaining investment policy decisions of the National Assembly, the Government, and provincial-level People’s Committees;
2.3. Cases that are not required to follow procedures for application for an investment registration certificate
(1) Investment projects of domestic investors;
(2) Investment projects of economic organizations prescribed in Clause 2, Article 23 of the 2014 Law on Investment (Having investors or economic organizations holding less than 51% of the charter capital)
(3) Investing in the form of capital contribution, purchase of shares or capital contributions of business organizations.
Contents of an investment registration certificate
(1) Project code
(2) Name and address of the investor
(3) Name of investment project
(4) Location of investment project; land area used
(5) Objectives and scale of investment projects
(6) Investment capital of the project (including contributed capital of investors and mobilized capital), schedule of capital contribution and mobilization of capital sources
(7) Operation term of the project
(8) Schedule of implementation of the investment project: schedule of capital construction and putting the work into operation (if any); the progress of the operational objectives and major items of the project, where the project is implemented in each stage, must specify the objectives, duration and activities of each stage.
Above is the article explaining what the concept of an investment registration certificate is, accompanied by mandatory cases and without having to go through the procedures for granting investment registration certificates to investors and customers. Investing in foreign investment activities into Vietnam. In case you need to know more detailed advice about foreign investment questions , please contact Thanh Do Law Firm for more details.
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