Today, with the trend of integration and investment attraction, Vietnam is creating a lot of favorable conditions to attract FDI enterprises. FDI enterprises wishing to invest in Vietnam need to apply for an investment license then establish an enterprise. In the following article, the lawyer would like to share to readers about the procedure for applying for an investment license for FDI enterprises:
Firstly, the cases that require an investment registration certificate include:
– Economic organizations with foreign investors holding 51% or more of charter capital, or most of the general partners being foreign individuals, for economic organizations being partnerships;
– Economic organizations having economic organizations holding 51% or more of charter capital;
– Having foreign investors and economic organizations holding 51% or more of charter capital.
Second, conditions on business lines when applying for an investment registration certificate for FDI enterprises:
1. Investors are not allowed to invest in the following industries:
– Trading in narcotics
– Trading in chemicals and minerals
– Trading in specimens of wild plants and animals
– Trading in prostitution;
– Buying and selling people, tissues, body parts;
– Business activities related to asexual reproduction on humans.
2.Conditional business lines for foreign investors:
– Business lines with investment conditions for foreign investors apply to all investors of foreign nationality when conducting business investment activities in Vietnam. This condition is applied according to the nationality criteria of the business.
– Investment conditions for foreign investors include:
+ The conditions of Vietnamese law, namely Investment Law and other relevant laws such as specialized laws
+ Investment conditions prescribed by international treaties to which Vietnam is a member (TD. WTO, AFTA, AFAS …), in case of differences in the provisions of Vietnamese law and treaties International.
– Conditional business lines for all businesses
Conditional business lines apply to all businesses (regardless of their nationality) when conducting business activities in sectors and fields on the conditional business investment portfolio. Conditions are applied according to criteria of business lines and fields.
In order to do business in the above conditional industries, investors need to apply for one or some of the documents such as licenses, certificates of eligibility, practicing certificates, certificates of professional liability insurance, documents. confirm …
Thirdly, investors must meet conditions on investment forms when applying for investment registration certificates:
Investors may make investments through the following forms:
1. Establishment of new economic organizations
Investors may establish a new economic organization, which may be a limited liability company, a joint stock company, a partnership … Before establishing an economic organization, a foreign investor must have an investment project. from.
Contributing capital to Vietnamese companies
2. Investors can contribute capital to Vietnamese companies in the following forms:
Receiving capital transfer in a limited liability company or partnership
Receive transfer of shares in a joint stock company
For more information, please read the article Capital transfer to foreigners.
3. Investment under PPP contracts
This form of investment is suitable in the field of infrastructure, for projects of new construction or renovation, upgrading, expansion, management and operation of infrastructure works. The investor may sign a public-private partnership (PPP) contract with the competent state authority to carry out the investment project.
4.Invest under BCC contracts
Foreign investors may enter into a business cooperation contract (BCC) with Vietnamese partners, whereby the parties establish a coordinating board to coordinate the contract performance. The functions, duties and powers of this coordination board are agreed by the parties.
Fourthly, regarding the competence to grant investment licenses (certificates of investment registration):
Authority to issue Investment License (Investment Registration Certificate) of Department of Planning and Investment
Department of Planning and Investment receives Investment Registration Certificate for the following investment projects:
– Investment projects outside industrial parks, export processing zones, hi-tech parks and economic zones;
– Investment projects on development of infrastructure of industrial parks, export processing zones and hi-tech parks and investment projects in industrial parks, export processing zones and hi-tech parks in localities where management boards have not yet been established. industrial parks, export processing zones and high-tech zones.
Competence to grant investment licenses (investment registration certificates) of management boards of industrial parks, export processing zones, hi-tech parks and economic zones includes:
– Investment projects on development of infrastructure of industrial parks, export processing zones and hi-tech parks;
– Investment projects implemented in industrial parks, export processing zones, hi-tech parks and economic zones.
Authority to issue Investment License (Investment Registration Certificate) of the Ministry of Planning and Investment
The Ministry of Planning and Investment where the investor locates or plans to locate its head office or executive office to implement an investment project receives an investment registration certificate for the following investment projects:
– Investment projects implemented in many provinces and centrally-run cities;
– Investment projects implemented simultaneously inside and outside industrial parks, export processing zones, hi-tech parks and economic zones.
Fifthly, regarding the procedures for applying for an investment registration certificate:
1. For projects which require investment policy, the following procedures must be carried out:
Step 1: Apply for investment policy
This step is only applicable to large projects that affect national security and socio-economy. Depending on the size of the project, the authority to issue investment policy decisions is different. The competence to issue investment decisions is assigned to these three subjects: the National Assembly, the Prime Minister, and the provincial People’s Committees.
Step 2: Apply for investment registration certificate
After being granted investment policy, the project owner must perform the next step of applying for an investment license. Particularly for projects that do not require investment policy, this is the first step to establish a business. However, not all companies with foreign investors’ capital contribution need to apply for an investment registration, but only when the foreign investor accounts for a percentage of the capital prescribed in Article 23 of the 2014 Investment Law. need to apply for an investment certificate.
Step 3: Conduct business registration
After obtaining the investment license, the investor should carry out the business registration procedure at the Business Registration Office of the Department of Planning and Investment where the enterprise wishes to headquarter. After conducting business registration, the investor needs to carry out the procedure of initial seal engraving and tax declaration.
2. For projects not requiring investment policy:
For projects not subject to investment policy, the procedure for applying for an investment registration certificate is simpler, including steps 2 and 3 above without requiring step 1.
Sixthly, about the application file for investment license:
1. Dossiers of application for investment policy
Depending on each project, as well as the investment policy-granting agency, the application for investment policy is different. For example, the application file for an investment license at the PPC will include the following documents:
– Proposal of investment project showing scale, investor, capital, capital raising plan, location, time limit, and investment schedule
– Copy of ID card, establishment certificate (for organizations)
– Financial statements, documents explaining financial capacity
– Proposing land use requirements, documents proving lawful land use rights for business locations
– Explanation on technology use, BCC contract if project investment is under a BCC contract
2. A dossier of application for an investment certificate comprises:
– Written request for implementation of investment project;
– Copy of ID card, identity card or passport for individual investors; copy of the Establishment Certificate or other equivalent documents certifying the legal status for institutional investors;
– Proposal of investment project
– Copy of one of the following documents:
+ Financial statements of the latest 2 years of the investor;
+ Financial commitment of the parent company;
+ Financial institution’s commitment to financial support; guarantee of financial capacity of the investor;
– Documents explaining the financial capacity of the investor
– Proposal of land use demand;
– Explanation on technology use for the project
– BCC contracts for investment projects in the form of BCC contracts.
Above is the share of the lawyer about the license to carry out the investment project, please call us at hotline 0984624444 or email “hotro@tinnhanhphapluat.com” “when you need advice. TinNhanhPhapLuat, specializes in providing the following services:
– Consulting conditions on entities establishing foreign-invested enterprises
– Consulting business lines when establishing the company
– Consult the type of business upon establishment
– Consulting the procedures for establishing foreign-invested enterprises
– Consulting, drafting, reviewing documents when conducting procedures to establish foreign-owned companies
– Carry out activities to apply for a work permit for foreign workers in the company.
– Representing customers to prepare documents and documents, directly implement procedures for establishing foreign-invested companies
– Representing customers in the initial tax-related work
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