INVESTMENT CONDITIONS AND PROCEDURES FOR FOREIGN INVESTORS IN VIETNAM
Investment conditions for foreign investors
Foreign investor means a foreign national or an organization established under foreign laws that carries out business investment activities in Vietnam.
1. The charter capital holding rate of the foreign investor in economic organizations (Article 22.3 of the Investment Law)
Foreign investors may own an unlimited charter capital in economic organizations, except in the following cases:
a/ The holding rates of foreign investors in listed companies, public companies, securities trading organizations and securities investment funds must comply with the law on securities;
b/ The holding rates of foreign investors in state enterprises which are equitized or transformed in other forms must comply with the law on equitization and transformation of state enterprises;
c/ The holding rates of foreign investors in cases other than those prescribed at Points a and b of this Clause must comply with other relevant laws and treaties to which the Socialist Republic of Vietnam is a contracting party.
2. Forms of investment
– Investment in establishment of economic organizations
– Investment in the form of contribution of capital to, or purchase of shares or capital contributions at, economic organizations
– Investment in the form of PPP contract (PPP means a contract signed between a competent state agency and an investor or a project enterprise to implement an investment project)
– Investment in the form of BCC ( BCC means a contract signed between investors for business cooperation and profit or product distribution without establishing an economic organization)
3. The scope of investment activities
For the business lines that Vietnam committed, if the foreign investor is eligible for its investment, the Investment registration agency will consider, issue or adjust investment registration certificates/ certificate of capital to, or purchase of shares or capital contributions of foreign investors prescribed by Investment Law.
For the business lines that are not committed or prescribed at Vietnam’s Schedule of Commitments in treaties on investment, but Vietnam Law has prescribed conditions for foreign investors, such Vietnam Law must prevail.
4. Vietnamese partners in investment activities
Vietnamese partners in investment activities prescribed in treaties to which the Socialist Republic of Vietnam is a contracting party.
5. Other conditions prescribed in treaties and Vietnam Laws
a. Procedures for foreign investment in Vietnam.
b. Procedures for investment policy decision
– Under the provisions of Articles 30, 31, 32 of the 2014 Law on Investment for investment projects that require an investment policy decision from the National Assembly, the Prime Minister, provincial-level People’s Committees, the investors must carry out procedures for application for investment policy decision in accordance with the powers of these competent agencies with the procedures specified in Articles 33, 34 and 35 of the 2014 Law on Investment.
– If the projects do not fall into the cases specified in Articles 30, 31, 32 of the 2014 Investment Law, the investor is not required to apply for the policy decision.
Thus, for investors who want to implement an investment project in Vietnam, the first thing is to see if the investment project has to ask for a policy decision of the National Assembly, the Prime Minister, the Provincial-level People’s Committee. If so, they must apply for an investment policy decision according to the provisions of Vietnamese law.
6. Cases of carrying out procedures for grant of investment registration certificates
Cases for which investment registration certificates are required:
a/ Investment projects of foreign investors;
b/ Investment projects of the economic organizations prescribed in Clause 1, Article 23 of this Article.
Cases for which investment registration certificates are not required:
a/ Investment projects of domestic investors;
b/ Investment projects of the economic organizations prescribed in Clause 2, Article 23 of this Law;
c/ Investment in the form of contribution of capital to, or purchase of shares or capital contributions at, economic organizations.
7. Procedures for grant of investment registration certificates
– For investment projects subject to investment policy decisions prescribed in Articles 30, 31 and 32 of this Law, investment registration agencies shall grant investment registration certificates to investors within 5 working days after receiving investment policy decisions.
– For investment projects not subject to investment policy decision prescribed in Articles 30, 31 and 32 of this Law, investors shall carry out the following procedures for grant of investment registration certificates:
a/ Investors shall submit dossiers prescribed in Clause 1, Article 33 of this Law to the investment registration agency;
b/ Within 15 days after receiving a complete dossier, the investment registration agency shall grant an investment registration certificate. In case of refusal, it shall issue a written reply clearly stating the reason to the investor.
– Competence to grant investment registration certificates
– Management boards of industrial parks, export-processing zones, hi-tech parks or economic zones shall grant investment registration certificates with regard to investment projects located in their industrial parks, export-processing zones, hi-tech parks or economic zones.
– If the projects are located outside of the above zones, the Department of Planning and Investment has the authority to issue the Investment Registration Certificate to the investor.
