Investment project transfer

I. LEGAL BASIS:

• Law on Investment 2014
• Decree No. 118/2015/NĐ-CP on guideline for some articles of the Law on Investment.

II. ORDER AND PROCEDURE:

1. Order for transferring investment project:

1.1. Investment projects which are:

• Granted Investment Registration Certificate and not subject to investment policy decision.
• Granted an Investment Registration Certificate in the case of investment policy decision that investors have completed capital contribution, raising capital and putting the project into practice and had it operated.

Step 1: Investors transferring investment project submit dossiers to Department of Planning and Investment.

A set of application consists of:

• A written request for permission for project adjustments;
• A report on the project’s progress up to the time of transfer;
• The project transfer contract or another document with equivalent legal value;
• Copies of the ID card or passport (if the investor is an individual) or Certificate of Enterprise Registration or another document with equivalent legal value (if the investor is an organization);
• Copies of the Investment Registration Certificate or decision on investment guidelines (if any);
• Copies of the BCC contract (for BCC projects);
• Copies of one of the following documents of the transferee: financial statements of the last 02 years; commitment to provide financial support by the parent company, commitment to provide financial support by a financial institution, the guarantee of transferee’s financial capacity, documents describing the transferee’s financial capacity;

Step 2: The investment registration authority shall consider the fulfillment of conditions for project transfer within 10 working days from the day on which the valid application is received.

1.2. Projects operating under an Investment Registration Certificate whose decision on investment guidelines is issued by the Prime Minister:

Step 1: Investors transferring investment project submit dossiers to Department of Planning and Investment.

A set of application consists of: 08 sets

• A written request for permission for project adjustments;
• A report on the project’s progress up to the time of transfer;
• The project transfer contract or another document with equivalent legal value;
• Copies of the ID card or passport (if the investor is an individual) or Certificate of Enterprise Registration or another document with equivalent legal value (if the investor is an organization);
• Copies of the Investment Registration Certificate or decision on investment guidelines (if any);
• Copies of the BCC contract (for BCC projects);
• Copies of one of the following documents of the transferee: financial statements of the last 02 years; commitment to provide financial support by the parent company, commitment to provide financial support by a financial institution, the guarantee of transferee’s financial capacity, documents describing the transferee’s financial capacity;

Step 2: Within 03 working days from the receipt of the valid application, the investment registration authority shall send 02 of them to competent authorities to receive comments about the conditions for project transfer.

Step 3: Within 10 working days from the day on which the request of the investment registration authority is received, the competent authorities shall make comments about the issues under their management.

Step 4: Within 25 days from the receipt of the valid application, the investment registration authority shall request the People’s Committee of the province to consider and send comments about such issues below to the Ministry of Planning and Investment.

• Regulations of law on law, real estate trading is complied with if the project transfer is associated with transfer of land;
• Conditions in the Certificate of investment registration or relevant regulations of law are complied with.

Step 5: Within 10 working days from the receipt of comments from the People’s Committee of the province, the Ministry of Planning and Investment shall make a report on fulfillment of conditions for project;

Step 6: Within 07 working days the receipt of the report, the Ministry of Planning and Investment and the Prime Minister shall consider issuing a decision on adjustments to investment guidelines. The decision on adjustments to investment guidelines shall be sent to the Ministry of Planning and Investment, the People’s Committee of the province, and the investment registration authority;

Step 7:

• Project not required to obtain an Investment Registration Certificate:  Decision on adjustments to investment guidelines sent to Investors.
• Project required to obtain an Investment Registration Certificate: Within 05 working days from the receipt of the decision on adjustments to investment guidelines, the investment registration authority shall adjust the Investment Registration Certificate of the transferee.

1.3. Projects operating under an Investment Registration Certificate whose decision on investment guidelines is issued by People’s Committees of provinces:

Step 1: The investor shall submit 04 sets of application specified in section 1.2 to the investment registration authority.

Step 2: Within 03 working days from the receipt of the valid application, the investment registration authority shall send 02 of them to competent authorities to receive comments about the conditions for project transfer.

Step 3: Within 10 working days from the day on which the request of the investment registration authority is received, the competent authorities shall make comments about the issues under their management.

Step 4: Within 20 days from the receipt of the valid application, the investment registration authority shall make a report on fulfillment of conditions for project transfer and submit it to the People’s Committee of the province.

Step 5: Within 05 working days from the receipt of the report from the investment registration authority, the People’s Committee of the province shall consider issuing a decision on adjustments to investment guidelines.

Step 6:

• Project not required to obtain an Investment Registration Certificate:  Decision on adjustments to investment guidelines sent to Investors.
• Project required to obtain an Investment Registration Certificate: Within 03 working days from the receipt of the decision on adjustments to investment guidelines, the investment registration authority shall adjust the Investment Registration Certificate of the transferee.

Notes:

• With regard to a project having a decision on investment guidelines, if the investor in which has finished contributing and/or raising capital, and the project has been put into operation, it is not required to follow the procedures for adjusting investment guidelines
• Where a foreign investor receives a project and establish a business organization to execute it, such foreign investor shall follow procedures for issuing or adjusting the Investment Registration Certificate, then follow procedures for establishing a business organization in accordance with regulations of law on establishment of the corresponding type of business organization.

• Legal expert: Thuy Vy (0905.045.915)

• FDVN Law Firm

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