Vietnam is regarded as a country with a stable political status and an impressive economic growth rate in the Southeast Asian region. As a result, the country has become an attractive destination for foreign investors. Consequently, the demand for obtaining the Investment Registration Certificate (investment license) from foreign individuals and organizations has been increasing.
I. Overview of foreign investment registration dossiers in Vietnam
Based on the provisions of the Law on Investment 2020, the following entities are required to apply for the Investment Registration Certificate:
- Companies with foreign investors contributing capital ranging from 1% to 100% at the time of establishment.
- Companies with foreign investment capital that proceed to establish additional economic organizations, contribute capital, purchase stocks or contributed capital in economic organizations, or invest under a Business Cooperation Contract (BCC).
- Foreign investors contributing capital or purchasing stocks in a Vietnamese company that has already issued the Enterprise Registration Certificate are not required to apply for the Investment Registration Certificate, except in cases where the company operates in the field of education and training. In such cases, if a foreign investor purchases even 1% of contributed capital, it is still required to obtain the Investment Registration Certificate.
- For foreign invested companies established before July 1st, 2015: If an economic organization with foreign investment capital that was established in Vietnam wishes to undertake a new investment project, it is permitted to implement investment procedures for such a project without necessarily establishing a new economic organization.
II. Legal regulations on foreign investment registration dossiers in Vietnam
1. Definition of a foreign investment registration dossier
The Investment Registration Certificate (IRC) is a written document or electronic record that states an investor’s registration information regarding an investment project, allowing to conduct investment and business activities within a specific location and for a defined duration.
Applying for the Investment Registration Certificate is a mandatory procedure for any foreign individual or organization intending to establish a foreign-invested enterprise in Vietnam.
2. Required dossiers for foreign investment registration in Vietnam
An application dossier for issuing the Investment Registration Certificate (IRC) includes the following documents:
- Written request (proposal) for implementation of the investment project;
- Lease agreement for premises or offices for project implementation;
- Copy of ID card/Citizen Identity card/Passport of a Vietnamese individual (in case of co-investing with such a Vietnamese partner);
- Bank account balance confirmation for the foreign investor, showing an amount equal to or greater than the intended investment capital. If the account is held overseas, such a document must be consularly legalized, translated into Vietnamese, and notarized;
- Investment project proposal, including investor(s) implementing the project, investment objectives, investment scale, investment capital and financing plan, project location, investment duration and progress, labor requirements, proposed investment incentives, assessment of the project’s impact and its socio-economic efficiency.
Additional documents required for foreign investors as individuals or organizations:
- For individual foreign investors: Copy of the investor’s passport.
- For organization foreign investors:
+ Copy of the business registration certificate;
+ Copy of the ID card/ Citizen Identity card/ Passport of the authorized representative managing the contributed capital in Vietnam companies;
+ Audited financial statements of the foreign organization for the last two years (must be consularly legalized and valid within 90 days).
3. Mandatory documents for foreign investment registration in Vietnam
Mandatory documents for foreign investment registration include:
- A written request (proposal) for implementation of the investment project;
- Legal entity documents of the investor;
- Documents for proving financial capacity of the investor;
- An investment project proposal;
- Copy of land use rights certificate or other documents confirming the right to use the location for executing the project;
- Description of the technology used in the investment project;
- Other relevant documents related to the investment project, including conditions and qualifications required for the investor.
III. Common questions regarding foreign investment registration dossiers in Vietnam
1. Financial capacity documents are a mandatory requirement in the foreign investment registration dossier in Vietnam
Pursuant to Article 33 of the Law on Investment 2020, documents proving the financial capacity of an investor must include at least one of the following:
- A investor’s financial statement for the last two years;
- A financial support commitment from the parent company;
- A financial support commitment from a financial institution;
- A financial capacity guarantee for the investor;
- Other documents proving the investor’s financial capacity.
In addition, pursuant to Clause 3, Article 33 of the Law on Investment 2020, as amended by Clause 3, Article 3 of the Law on Amendments to the Law on Public Investment, the Law on Investment under the Public-Private Partnership (PPP) Model, the Law on Investment, the Law on Housing, the Law on Bidding, the Law on Electricity, the Law on Enterprises, the Law on Special Consumption Tax, and the Law on Civil Judgment Execution 2022, the assessment of an investment policy proposal must include:
- Assessment of the project's compliance with national, regional, provincial, urban, and special administrative-economic unit planning (if applicable);
- Assessment of land use demand;
- Preliminary assessment of the project’s socio-economic efficiency and environmental impact (if applicable), in accordance with environmental protection laws;
- Assessment of investment incentives and eligibility conditions for investment incentives (if applicable);
- Assessment of the technology applied in the investment project, if the project is subject to technology assessment or consultation under technology transfer laws;
- Assessment of the project’s alignment with urban development goals, housing development programs, preliminary investment phasing plan to ensure synchronization requirements; preliminary housing product structure and allocation of land for social housing development; preliminary investment plan for construction and management of urban infrastructure within and outside the project scope for housing and urban area construction investment projects.
- Assessment of the project's compliance with cultural heritage protection and promotion requirements, as well as other conditions specified by cultural heritage laws.
2. Is a Business Cooperation Contract (BCC) required in the foreign investment registration dossier in Vietnam?
A Business Cooperation Contract (BCC) is one of the common investment forms in Vietnam, particularly for foreign investors. However, whether the BCC is required in the foreign investment registration dossier depends on the structure and content of the investment project.
Cases where the BCC is mandatory:
- Investment projects under the BCC model: If a foreign investor chooses to invest through a Business Cooperation Contract (BCC), the contract is a mandatory component of the investment registration dossier. The BCC serves as the legal foundation that establishes the rights and obligations of each party involved.
- Other contracts related to investment activities: In certain cases, cooperation contracts, service contracts, or other relevant agreements may be required if they are integral to the investment project.
Cases where the BCC is not required:
- Investment through other methods: If a foreign investor chooses for alternative investment methods, such as establishing a wholly 100% foreign-owned enterprise, contributing capital, purchasing stocks, investing through BOT (Build-Operate-Transfer), BTO (Build-Transfer-Operate), or BT (Build-Transfer) contracts, then the BCC is not required in the investment registration dossier.
3. Is a foreign investor required to obtain the Investment Registration Certificate for capital contribution?
Pursuant to Article 37 of the Law on Investment 2020, a foreign investor is required to obtain the Investment Registration Certificate only in the following cases:
- The investment project is initiated by a foreign investor.
- The investment project is conducted by an economic organization as specified in Clause 1, Article 23 of the Law on Investment 2020.
Therefore, if the foreign investor implements the investment project by itself, the investor must obtain the Investment Registration Certificate. However, if the foreign investor contributes capital rather than directly implementing the investment project, obtaining the Investment Registration Certificate is not a mandatory requirement.
4. What are documents required when contributing capital into a partnership
Pursuant to Point 3.2, Clause 3, Section I of the Official Dispatch No. 8909/BKHDT-PC 2020, a foreign investor’s capital contribution registration dossier for a partnership must include the following documents:
(1) A document on registering capital contribution, which must contain:
- Information on registering an enterprise of an economic organization in which the foreign investor intends to contribute capital.
- Business line(s) of such an enterprise.
- List of founding shareholders and foreign investor shareholders (if applicable).
- Ownership ratio of the foreign investor before and after the capital contribution.
- Transaction value of the capital contribution agreement.
- Investment project details of the economic organization (if applicable).
(2) Copy of legal documents of individuals or organizations making the capital contribution and the partnership receiving the foreign investor’s capital contribution.
(3) A written agreement between the foreign investor and the partnership.
(4) A declaration document (with a copy attached) of the Land Use Rights Certificate of the partnership company receiving the capital contribution.
Procedures for registering the foreign investor’s capital contribution into a partnership are as follows:
- Once the required documents have been prepared, the partnership must submit the capital contribution registration dossier to the investment registration authority in the locality where the partnership has its head office.
- If the application meets all legal conditions, the investment registration authority will issue a written approval.
- Based on the approval document issued by the investment registration authority, the partnership receiving the foreign capital contribution must complete the procedures for changing members at the business registration authority, in accordance with the Law on Enterprises and other applicable laws.
IV. Legal consultancy services for the foreign investment registration in Vietnam
NGOC PHU LAW COMPANY LIMITED is a law firm with extensive experience in providing legal advice and handling procedures related to foreign investment registration in Vietnam.
- Assisting in the preparation of legal documents for the foreign investment registration in Vietnam.
- Advising on regulations and procedures concerning the foreign investment registration.
- Guiding the application process for necessary licenses related to the foreign investment registration in Vietnam.
The above information aims to address inquiries related to the foreign investment registration in Vietnam, provided by NPLAW. Should you require further clarification or have additional questions, please do not hesitate to contact us via the details below:
