Form and procedures of investment of foreign investors (Part 3)

I. LEGAL BASIS:

• Law on Emterprises 2014
• Law on Investment 2014
• Law on Public Investment 2014
• Decree No. 63/2018/NĐ-CP on investment in the form of public – private partnership
• Decree No. 118/2015/NĐ-CP on guildlines some articles of the Law on Investment
• Circular No. 16/2015/TT-BKHĐT on regulations on application forms for investment procedures and reporting forms on investment in Vietnam.

II. FORMS AND PROCEDURES OF INVESTMENT:

3. Investment under BCC contracts (Business cooperation contract):

• Business cooperation contracts signed between Vietnamese inventors are executed in accordance with civil laws.
• Procedures for issuance of Certificates of investment registration shall apply to business cooperation contracts signed between a Vietnamese investor with a foreign investor, or between foreign investors.
• Parties to a business cooperation contract shall establish a steering board to execute BCC. Functions, tasks, powers of the steering board shall be agreed by the parties.

Contents of BCC contract:

• Names, addresses, authorized representatives of parties to the contract; business address or project address;
• Objectives and scope of business;
• Contributions by parties to the contract and distribution of profits;
• Schedule and duration of the contract;
• Rights and obligations of parties to the contract;
• Adjustment, transfer, termination of contracts;
• Responsibilities for breaches of contract; method of dispute settlement.

Conditions of BCC contract emplementation:

• During the execution of a business cooperation contract, parties may reach an agreement on using assets derived from the business cooperation to establish a company in accordance with regulations of law on companies.
• Parties to a business cooperation contract may reach other agreements that do not contravene law.

Establishment of foreign investor’s operating office under BCC:

• Foreign investors under a business cooperation contract may establish an operating office in Vietnam to execute the contract. The location of the operating office shall be decided by the foreign investors.
• The operating office of a foreign investor in a business cooperation contract has its own seal; the foreign investor may open an account, hire employees, sign contracts, and do business under the business cooperation contract and Certificate of registration of operating office.

Application for registration of operating office:

• An application form which specifies the name and address of the representative office in Vietnam (if any) of the foreign investor; name, address of the operating office; contents, duration, and operating scope of the operating office; full name, residence, ID number or passport number of the head of the operating office;
• The foreign investor’s decision to establish an operating office;
• A copy of the decision to appoint the head of the operating office;
• A copy of the business cooperation contract.

Agency: The investment registry office where the foreign investor’s operating office intends to be placed.

Time for consideration: Within 15 working days from the receipt of the application, the registry office shall issue the Certificate of registration of operating office to the foreign investor.

Legal expert: Thuy Vy (0905.045.915)

FDVN Law Firm