PROCEDURES FOR OBTAINING INVESTMENT REGISTRATION CERTIFICATE FOR INVESTMENT PROJECTS NOT SUBJECT TO

Please advise me on the procedures for obtaining an investment registration certificate for investment projects that are not subject to approval for investment guidelines.

Reply:

Thank you for trusting and sending your questions to FDVN Law Firm ("FDVN"). After studying the legal regulations, FDVN would like to provide you with the information as follows:

Pursuant to Clause 2, Article 38 of the Investment Law 2020, Clause 3, Article 35 of Decree 31/2021/ND-CP dated March 26, 2021, for investment projects not subject to approval for investment guidelines, investors will obtain an investment registration certificate if the following conditions are met:

- The investment project does not involve any banned business line;

- There is a location for execution of the investment project; Investment projects shall be in accordance with national planning, regional planning, provincial planning, urban planning and special administrative-economic unit planning (if any); 
- Meeting the conditions of investment rate per land area and number of labor employed (if any);
- Meeting market access conditions for foreign investors.

Regarding procedures for granting investment registration certificates for projects not subject to approval for investment guidelines, they are carried out in accordance with the provisions of Article 36 of Decree No. 31/2021/ND-CP dated March 26, 2021 as follows:

Documents to prepare:
a) An application form for execution of the investment project, including a commitment to incur all costs and risks if the project is not approved;
b) Documents on the investor's legal status; 
c) Document(s) proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity;
d) Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labor, proposal for investment incentives, impact and socio – economic efficiency of the project and preliminary assessment of environmental impact (if any) in accordance with regulations of law on environmental protection.
If the law on construction requires formulation of a pre-feasibility study report, the investor is entitled to submit the pre-feasibility study report instead of a proposal for the investment project;
For investment projects that have been in operation, the investment project proposal is replaced by a report on the implementation of the investment project from the time of implementation to the time of application for an Investment Registration Certificate.
dd) If the project does not require the State to allocate or lease out land or to permit land repurposing, a copy of the document regarding the land use rights or other document identifying the right to use the location for execution of the investment project is required to be submitted;
e) Contents of the explanation for the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology in accordance with the Law on Technology Transfer;
g) The business cooperation contract if the investment project is executed under a business cooperation contract;
h) Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any).

Implementation procedures: The investor shall submit 01 set of application for issuance of the investment registration certificate to the investment registration authority (Department of Planning and Investment).  If the investment project is executed in 02 provinces or more, the investor shall submit the application to the Department of Planning and Investment of a province or central-affiliated city where the investment project is executed or where the operating office is located or expected to be located for execution of the investment project to apply for issuance of the investment registration certificate to the project. Within 15 days from the date of receipt of valid documents, the Investment Registration Authority shall consider issuing an Investment Certificate to the investor.

Above is FDVN's legal opinion regarding your consulting request based on egal regulations. Hopefully FDVN's advice will be useful to you.
According to Thanh Tra – FDVN Law Firm

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