Investment Registration Procedures For Foreign Investors

Foreign investors who intend to invest in Vietnam must follow the rules of investment registration. The investment registration certificate is required to carry out additional actions, such as establishing a business and applying for a land lease,…

1. Foreign inverters are the ones (who have foreign nationality or a company created based on foreign laws) establishing the investment in Vietnam.

2. A foreign-invested economic organization has foreign investors as members or shareholders.

3. Enterprises with foreign investment capital (and subsidiaries of this firm) will be deemed as foreign investors if they own more than 50% of the charter capital (or the majority of partners of a partnership are foreign people).

4. An Investment is when an investor invests funds to carry out business operations in Vietnam.

5. An investment project is a collection of ideas to invest medium or long-term money to execute the investment in a defined location over a specific period of time.

6. Capital investment shall be defined as money and other assets as regulated by civil law and international treaties, in which Vietnam is a member, to conduct business investment

Referral Documents:

1. Investment Law 2020.
2. Law amended in 2022.
3. Decree 31/2021/ND-CP guiding the Investment Law.
4. Circular 03/2021/TT-BKHDT regulating forms.

Forms of investment:

Foreign investors can make the following investments:

1. Investing in the establishment of economic organizations.
2. Making capital contributions, acquiring shares, and making capital contributions.
3. Carry out investment initiatives.
4. Financial investment in the form of a Business Cooperation Contract.
5. New sorts of investment and economic groups in accordance with government legislation.

Steps for carrying out investment procedures: When carrying out investment procedures, there are two basic steps: (1) Request an investment policy; and (2) Request an investment registration certificate.

(1) Make an application for investment policy: The authority to approve investment policy varies according to the investment field, investment capital source, amount of influence on people’s lives, and land use demands. For example, with investment projects that have a significant environmental impact or have the potential to have a significant environmental impact; Investment projects requiring a change in land use purpose for wet rice production of two or more crops on a 500-hectare or larger scale; Or, if the Investment projects requiring the relocation of 20,000 people or more in mountainous areas, or 50,000 persons or more in other areas, the investment policy will be decided by the National Assembly.

Investment projects requiring resettlement of 10,000 people or more in mountainous areas, 20,000 people or more in other regions; New construction investment projects: airports, airfields; runways of airports, airfields…; Oil and gas processing investment projects; Gaming businesses, casinos, except for electronic games with prizes for foreigners… investment policy will be decided by the Prime Minister’s.

The Provincial People’s Committee will have the authority to decide on investment policies for a number of projects, such as investment projects that require the State to allocate or lease land without auction, bidding, or transfer, Investment projects requiring the change land use purposes; Investment projects of foreign investors and foreign-invested economic organizations implemented in islands, border or coastal areas; other areas that affect national defense and security,…

The documents applying for investment policy are:

1. A written request to carry out the investment project, as well as a commitment to sustain all expenses and risks if the project is not authorized;
2. Documents proving the legal status of the investor;
3. Documents demonstrating the investor’s financial ability
4. Investment project proposal (containing information such as investor or investor type selection, investment purpose, investment magnitude, investment capital and capital mobilization strategy, location, time frame, and so on). A Pre-Feasibility Study Report may be created instead of an investment project proposal in some instances.
5. Land use rights documents (where the investment project will be executed) in the event that the government does not request land allocation or land lease…
6. Content that explains the technology employed (depending on the situation)
7. Business Cooperation Contract (BCC) for investment projects in the form of BCC;
8. Other documents related to the investment project, conditions, and capacity requirements of the investor according to the provisions of law (if any).

There are some exceptional projects that do not require an investment policy. However, investors need to carefully check the information of their project to ensure they do not miss this important procedure.

(2) Apply for Investment Registration Certificate:

Procedures for investment registration certificates shall be performed at one of the following two agencies depending on the investment location:

1. Management Board of industrial parks, export processing zones, high-tech zones, and economic zones
2. Department of Planning and Investment.

For the project that is not qualified for the investment policy: The investor submits the application for an investment registration certificate with the same components as the application for investment policy to the competent agency granting the investment certificate.

For projects that have granted investment approval based on the Investment Policy Approval Decision, the investment registration agency will issue an Investment Registration Certificate to the investor (within 05 working days from the date of receiving the Decision approving the investment policy).
Some industries in Vietnam are restricted to foreign investors.

Notification for foreign investors: There are many industries that do not allow foreign investors to invest. Besides, some specific areas do not allow foreign investors to place investment projects (especially areas that could affect national security). Therefore, investors need to pay attention when choosing the location and the industry to invest.

The list of restricted industries and access conditions industries for foreign investors are illustrated in Appendix I, Decree 31/2021/ND-CP. For instance: Journalism; Fishing or exploiting seafood; Judicial and administrative services; Service of sending workers to work abroad under contract; Business of border-gate transfer of goods; Temporary import and re-export business… Radio and television services; Insurance; bank; securities trading and other related services; Postal and telecommunications services; Advertising services; Printing services, publication distribution services.

Besides, the value of investment capital will also determine the type of VISA that the investor is granted (DT1, DT2, DT3, or DT4), affecting the time of entry into Vietnam (especially in the case of investors). Therefore, it is necessary to consider and calculate carefully before registering to invest.

Investors also need to have a Confirmation of investment capital account at the bank; In some cases, the investor’s Passport has sensitive information (eg, a Chinese passport with information about the illegal 9-dash line), which will greatly affect investment registration.

Should you have any questions regarding the above allowances, please don’t hesitate to contact An Luat Viet Nam for support and advice. Our company, with a team of experienced lawyers and consultants, will advise customers to complete relevant documents and procedures to complete investment registration and project operation; We significantly ensure legal safety and legitimate interests for all customer activities.