Vietnam's rapid development and extensive integration with the world economy have attracted much investment capital from many different countries. Therefore, the need to register for a new investment license is constantly increasing. However, many investors also need to adjust previously licensed investment projects, namely, change investors. So how is the procedure for changing investors regulated? Let's find out through the article below with NPLaw.

I. Regulations on the procedure for changing investors.

- The procedure for changing investors is prescribed in Article 41 of the Law on Investment 2020 on investment projects.

- Section 4 of Adjusting investment projects specified in Decree No. 31/2021/ND-CP dated March 26, 2021 on elaboration and guidelines for some Articles of the Law on Investment 

II. Cases in which the procedures for changing investors are allowed. 

Pursuant to Article 48 of Decree 31/2021 / ND-CP on elaboration and guidelines for some Articles of the Law on Investment, the cases allowed to conduct procedures for changing investors include:

- In the case where there is an investment project whose investment guidelines and investors are approved, but the investor transfers the whole investment project before the project is exploited and operated or there is a change of conditions for the investor.

- In the case where there is an investment project whose investment guidelines are approved, but the transfer changes the content of the approval for investment guidelines  in one of the cases specified in points a, b, c, d, đ, and e in Clause 3 Article 41 of the Investment Law.

- In case where there is an investment project whose investment guidelines have been approved, and the transfer of the project does not change the content of the approval for investment guidelines meaning any of the following cases specified in points a, b, c, d, E and e Clause 3 Article 41 of the Investment Law

- In case where there is an investment project whose investment guidelines have been approved put into operation.

- The case for investment projects that have been issued a certificate of investment registration and are not subject to approval of investment guidelines or are subject to it but not in any of the cases specified in Clause 3 Article 41 of the Law on Investment

- The case for the foreign investor receives the transfer of the investment project and establishes an economic organization to implement the investment project.

III. Conditions of the procedure for changing investors. 

Investment activity is complex and plays an important role in the country's economy, but it also contains many risks. Therefore, each change in the procedure in investment activities is strictly binding and regulated by law. Therefore, changing from one investor to another investor shall comply with the conditions prescribed in Clause 1, Article 46 of the Law on Investment 2020 on the transfer of investment projects: 

- Investment projects or part of investment projects transferred shall not be terminated in accordance with Clauses 1 and 2, Article 48 of this Law;

- Foreign investors receiving the transfer of investment projects, part of the investment projects must meet the conditions prescribed in Clause 2, Article 24 of this Law;

- Conditions according to the law on land in the case of transferring investment projects associated with the transfer of land use rights, property attached to the land;

- Conditions according to the law on housing and the law on real estate business in case of transferring housing construction investment projects, real estate projects;

- Conditions specified in the document approving investment guidelines, investment registration certificate, or other regulations of relevant legislation (if any);

- When transferring investment projects, in addition to complying with the provisions of this Article, state-owned enterprises are responsible for complying with the provisions of the law on management and use of state capital invested in production and business at enterprises before adjusting the investment projects.

IV. What is the procedure for changing investors?

The procedure for changing investors is the activity of adjusting investment projects. This is a compulsory procedure for recording the project's content, including changes and additions, in the investment registration certificate. 

V. Procedures for changing investors.

1. Application for changing investors.

Pursuant to Clause 5, Article 48 of Decree 31/2021/ND-CP on elaboration and guidelines for some articles of the Law on Investment, on adjustment of investment projects in case investors transfer part or whole of the investment projects, An application for adjustment of the investment project includes: 

- A written application for adjustment of the investment project

- A report on the progress of the investment project to the time transfer;

- A contract or principal contract on the transfer of part or whole of the investment project;

- A copy of the document on the legal status of the transferor and transferee;

- A copy of the investment registration certificate, decision on approval of investment guidelines; decision on investor approval (if any);

- A copy of BCC contract (for investment projects in the form of BCC contract);

- A copy of one of the following documents of the transferee: the latest 02-year financial statements or the equity audit report of the investor, the commitment of the parent company to provide financial support, the commitment of a financial institution to provide financial support, guarantee for the investor’s financial capability, a document describing the investor’s financial capability.

You are reading information about goods purchase and sale contracts that is currently of interest.

2. Order and procedure for changing investors.

(1) In the case where there is an investment project whose investment guidelines and investors are approved, but the investor then transfers the whole investment project before the project is operated or there is a change of conditions for the investor.

- The transferor shall submit 08 sets of application to the Ministry of Planning and Investment or 04 sets to the investment registration authority corresponding to the competence of approval for the project investment guidelines.

- The said authorities consider the conditions for transferring investment projects as prescribed in Clause 1, Article 46 of the Law on Investment to decide on the adjustment of investment projects according to the respective provisions in Articles 44, 45 and 46 of Decree 31/2021/ND-CP. The decision on the approval for adjusting the investor shall record the transferor, transferee, the part of the project transferred (if any) and be sent to the investment registration authority, the transferor and the transferee.

(2) In the case where there is an investment project whose investment guidelines have been approved, and the transfer of the project changes the content of the approval for investment guidelines in any of the following cases specified in points a, b, c, d, đ and e Clause 3 Article 41 of the Investment Law.

- The transferor shall carry out the procedure for adjusting the project in accordance with the corresponding provisions at points a and b of Clause 6 of this Article, except for cases in Clause 9 of this Article. As specific:

The transferor shall submit 08 sets of application to the Ministry of Planning and Investment or 04 sets to the investment registration authority corresponding to the competence of approval for the project investment guidelines.

- The said agencies consider the conditions for transferring investment projects as prescribed in Clause 1, Article 46 of the Law on Investment to decide on the adjustment of investment projects according to the respective provisions in Articles 44, 45 and 46 of Decree 31/2021/ND-CP. The decision on the approval for adjusting the investor shall record the transferor, transferee, the part of the project transferred (if any) and be sent to the investment registration authority, the transferor and the transferee.

Unless the investment project whose investment guidelines have been approved has been put into operation, the investor does not need to carry out the procedure for approving the adjustment for investment guidelines when transferring the project.

(3) In the case where there is an investment project whose investment guidelines have been approved, and the transfer of the project does not change the content of the approval for investment guidelines meaning any of the following cases specified in points a, b, c, d, đ and e Clause 3 Article 41 of the Law on Investment

- Instead of following the procedure of approval for adjusting the investment guidelines, the transferor shall do that of revision of the decision on approval for investment guidelines in accordance with the following regulations:

The transferor shall submit 04 sets of application to the investment registration authority, one of them is the written application for the adjustment of the investment project replaced by the written application for the approval for change of investor;

Within 03 working days from the date of receipt of the valid application, the investment registration authority shall send the document to relevant competent authorities at the same level to seek opinion about satisfying regulations specified in points b, c and d Clause 4, Article 33 of the Law on Investment;

Within 15 days from the date of receipt of the valid application, the inquired authorities shall give their opinions about the contents of the state management of that authority to the investment registration authority;

Within 25 days from the date of receipt of the valid application, the investment registration authority shall prepare an appraisal report on contents prescribed in points b, c and d Clause 4 Article 33 of the Law on Investment and submit it to the provincial People's Committee;

Within 07 working days from the date of receipt of the application and appraisal report, the provincial People's Committee shall decide to approve investor change;

The decision on the approval for adjusting the investor shall record the transferor, transferee, the part of the project transferred (if any) and be sent to the investment registration authority, the transferor and the transferee.

(4) For investment projects whose investment guidelines have been approved have been put into operation, the investor does not have to follow the procedure for approving adjustment of investment guidelines when transferring the project.

(5) The case where investment projects have been issued a certificate of investment registration and are not subject to the approval of investment guidelines or are subject to it but not in any of the cases specified in Clause 3 Article 41 of the Law on Investment

- The transferor shall submit 01 set of application to the investment registration authority;

- The authority considers the conditions for transferring investment projects as prescribed in Clause 1, Article 46 of the Law on Investment to adjust investment projects as specified in Articles 44, 45 and 46 of Decree 31/2021/ND-CP. The adjusted investment registration certificate is sent to the transferor and the transferee.

(6) The case where the foreign investor receives the transfer of the investment project and establishes an economic organization to implement the investment project.

- The transferor follows the procedure for adjusting the investment project in the same order and procedure as the case (1), (2), (3)

- After completing the above procedure, the foreign transferee follows the procedure for establishing an economic organization in accordance with the Law on Enterprises corresponding to each type of economic organization. From the date of issuance of a certificate of business registration or other equivalent documents, an economic organization established by a foreign investor shall be an investor who carries out an investment project as prescribed in Clause 2, Article 22 of the Law on Investment.

That is all the information on the answer to the problem about the investor change procedure that NPLAW sent to you. If you have any problems related to further answers, please contact NPLAW with the following contact information.