Recognized as a country with a stable political environment and impressive economic growth in Southeast Asia, Vietnam has become an attractive destination for foreign investors. Consequently, the demand for obtaining an Investment Certificate (Investment Registration Certificate) among foreign individuals and organizations is increasing significantly.
What are the documents and procedures required for obtaining an Investment Registration Certificate for foreign investors? What should investors keep in mind when applying for the certificate in Vietnam? Read the following article by ASIA iLAW for detailed information.
What is an Investment Registration Certificate?
The Investment Registration Certificate is a document or electronic record that acknowledges the investor’s registration details regarding a specific investment project, allowing them to carry out business investment activities within a defined location and timeframe.
Obtaining an Investment Registration Certificate is a mandatory procedure before any foreign individual or organization establishes a foreign-invested enterprise in Vietnam.
Forms of Foreign Investment in Vietnam
According to Article 21 of the 2020 Investment Law, foreign investors can choose from the following forms of investment:
- Establishing a new economic organization, such as:
- A single-member limited liability company (LLC)
- A multi-member LLC
- A joint-stock company
- A partnership company
- Capital contribution or share purchase from Vietnamese enterprises, through capital transfer, share purchase, or as contributions to establish a business.
- Implementing an investment project.
- Investing under a Business Cooperation Contract (BCC).
- Other forms of investment or economic organizations specified by the Government.
Cases Requiring an Investment Registration Certificate
As stipulated in Clause 1, Article 23 of the 2020 Investment Law, the following cases require the submission of an Investment Registration Certificate:
- Projects with 100% foreign capital investment.
- Investment projects of economic organizations that fall under one of these scenarios:
- Scenario 1: Economic organizations with foreign investors holding over 50% of charter capital or a majority of general partners being foreign individuals (for partnerships).
- Scenario 2: Economic organizations specified in Scenario 1 that hold over 50% of the charter capital of another organization.
- Scenario 3: Foreign investors and economic organizations under Scenario 1 collectively hold over 50% of the charter capital.
In summary, projects with 100% foreign capital or projects of economic organizations with foreign investment exceeding 50% charter capital must undergo the procedure for obtaining an Investment Registration Certificate.
Conditions for Issuance of an Investment Registration Certificate
In this article, ASIA iLAW provides details on the procedures for obtaining an Investment Registration Certificate for projects not subject to investment policy decisions.
Under current regulations, foreign investors are eligible to receive an Investment Registration Certificate if they meet the following conditions:
- The project does not fall under the prohibited business sectors specified in Article 6 of the Investment Law and international treaties on investment.
- A defined location for the investment project is established based on valid copies of land use rights documents, lease agreements, or other documents identifying the location.
- The investment project complies with applicable planning regulations.
- Conditions regarding investment per unit of land area, as determined by the provincial People’s Committee based on local circumstances and approved by the provincial People’s Council (if applicable), are met.
- Conditions for market access for foreign investors are satisfied.
Procedure for Issuing an Investment Registration Certificate
Step 1: Prepare Application Documents
The application must include the following:
- A written request for project implementation.
- A detailed proposal for the investment project.
- Proof of the foreign investor’s financial capacity through a bank statement showing funds equal to or greater than the investment amount. For foreign accounts, the documents must be legalized, translated, and notarized in Vietnamese.
- A lease agreement for the project location, along with documents proving the lessor’s rights (e.g., Land Use Right Certificate, Construction Permit, or equivalent).
- Copies of ID/passport (for Vietnamese partners, if applicable).
Additional requirements for foreign investors:
- Individuals: Passport copies.
- Organizations:
- A copy of the foreign organization’s business registration certificate.
- A copy of the ID/passport of the representative of the foreign organization’s capital contribution in Vietnam.
- Audited financial statements for the last two years or a financial support letter from the parent company (must be legalized and valid within 90 days).
Step 2: Submit the Application to the Investment Registration Authority
The investor submits the application directly to the Investment Registration Office of the Department of Planning and Investment in the province or city where the investment project is located. The office will provide a receipt for the application.
Step 3: Receive the Result
Within 15 business days from the date of submission, the Investment Registration Office will review the application and issue the result:
- For valid applications: The Investment Registration Certificate is issued.
- For invalid applications: A notification is issued requesting the investor to amend or supplement the application.
Important Notes When Applying for an Investment Registration Certificate
After obtaining the Investment Registration Certificate, the investor must:
- Register the establishment of the enterprise with the Business Registration Office under the Department of Planning and Investment.
- For projects involving wholesale and retail distribution:
- Wholesale registration is straightforward.
- Retail distribution requires an additional Distribution License from the Department of Industry and Trade.
- Open an investment capital account and deposit funds corresponding to the registered capital.
Given the complexity and time-consuming nature of this process, ASIA iLAW advises investors to seek professional services to optimize time and costs.
For further assistance, please contact:
- ASIA iLAW Legal Company Limited and Associates
- No. 010, 341/13A, Khuong Viet, Phu Trung, Tan Phu, Ho Chi Minh City
Phone: 0988 769 959
