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CASES THAT REQUIRE INVESTMENT REGISTRATION CERTIFICATE
CASES THAT REQUIRE INVESTMENT REGISTRATION CERTIFICATE
Question: In which cases is it necessary to issue an Investment Registration Certificate?
Gattaca Lawyer answers:
According to Article 37 of the 2020 Investment Law, the cases that require an Investment Registration Certificate are as follows:
"Article 37. Cases that require an Investment Registration Certificate
1. The cases that require an Investment Registration Certificate include:
a) Investment projects of foreign investors;
b) Investment projects of economic organizations as stipulated in Clause 1, Article 23 of this Law.
a) Investment projects of foreign investors;
b) Investment projects of economic organizations as stipulated in Clause 1, Article 23 of this Law.
2. The cases that do not require an Investment Registration Certificate include:
a) Investment projects of domestic investors;
b) Investment projects of economic organizations as stipulated in Clause 2, Article 23 of this Law;
c) Investments in the form of capital contributions, share purchases, or purchasing capital contributions of economic organizations.
a) Investment projects of domestic investors;
b) Investment projects of economic organizations as stipulated in Clause 2, Article 23 of this Law;
c) Investments in the form of capital contributions, share purchases, or purchasing capital contributions of economic organizations.
3. For investment projects stipulated in Articles 30, 31, and 32 of this Law, domestic investors, and economic organizations stipulated in Clause 2, Article 23 of this Law, can proceed with the investment project after receiving approval for the investment policy.
4. In cases where investors wish to obtain an Investment Registration Certificate for projects stipulated in points a and b of Clause 2 of this Article, the investor shall follow the procedures for issuing an Investment Registration Certificate as stipulated in Article 38 of this Law."
Referring to Article 23 of the 2020 Investment Law, it is regulated as follows:
"Article 23. Investment activities of economic organizations with foreign investment
1. Economic organizations must meet the conditions and follow investment procedures as stipulated for foreign investors when establishing other economic organizations; investing in capital contributions, share purchases, or purchasing capital contributions of other economic organizations; or investing in the form of BCC contracts if such organizations fall into one of the following categories:
a) The foreign investor holds more than 50% of the charter capital or a majority of the general partners are foreign individuals in the case of a partnership;
b) Economic organizations as stipulated in point a of this clause hold more than 50% of the charter capital;
c) Both foreign investors and economic organizations as stipulated in point a of this clause hold more than 50% of the charter capital.
a) The foreign investor holds more than 50% of the charter capital or a majority of the general partners are foreign individuals in the case of a partnership;
b) Economic organizations as stipulated in point a of this clause hold more than 50% of the charter capital;
c) Both foreign investors and economic organizations as stipulated in point a of this clause hold more than 50% of the charter capital.
2. Economic organizations that do not fall into the categories stipulated in points a, b, and c of Clause 1 of this Article shall carry out investment conditions and procedures as stipulated for domestic investors when establishing other economic organizations; investing in capital contributions, share purchases, or purchasing capital contributions of other economic organizations; or investing in the form of BCC contracts.
3. Economic organizations with foreign investment that have already been established in Vietnam, if they have new investment projects, shall follow the procedures for implementing those projects without necessarily establishing new economic organizations.
4. The government shall detail the procedures for establishing economic organizations and carrying out investment activities for foreign investors and economic organizations with foreign investment."
4. The government shall detail the procedures for establishing economic organizations and carrying out investment activities for foreign investors and economic organizations with foreign investment."
Thus, the cases that require an Investment Registration Certificate include:
- Investment projects of foreign investors;
- Investment projects of economic organizations that must meet the conditions and follow investment procedures as stipulated for foreign investors when establishing other economic organizations; investment in capital contributions, share purchases, or mergers and acquisitions of other economic organizations; investment under BCC contracts as stipulated in Clause 1, Article 23 of this Law.
(Source: Vietnam Investment Guidebook)
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