In what cases will the Certificate of Overseas Investment Registration be invalidated? Dossier to request invalidation of Investment Registration Certificate? 

1. Does transferring investment capital abroad to a foreign investor invalidate the Investment Registration Certificate?

Pursuant to Point dd, Clause 1, Article 64 of the 2020 Investment Law, it is stipulated as follows:

Termination of the Certificate of Outward Investment Registration

1. The certificate of overseas investment registration will terminate in the following cases:

a) The investor decides to terminate the operation of the investment project;

b) The operating term of the investment project expires according to the provisions of the law of the receiving country;

c) According to the conditions for termination of operation specified in the contract and charter enterprise;

d) The investor transfers all investment capital abroad to a foreign investor;

dd) After 24 months from the date of issuance of the Certificate of investment registration abroad, the investor fails to implement or is unable to implement the investment project according to the schedule registered with the state management agency and does not carry out procedures to adjust the progress of the investment project. investment;

e) Overseas economic organizations are dissolved or go bankrupt according to the law of the receiving country;

2. How many sets of documents are required to request the invalidation of the Investment Registration Certificate? To which agency?

Dossier to request invalidation of Investment Registration Certificate is specified in Article 87 of Decree 31/2021/ND-CP as follows:

Dossier, order and procedures for invalidation of Certificate of investment registration abroad

1. The investor submits 02 sets of dossier to request the invalidation of the Certificate of Outward Investment Registration (including 01 set of original documents) including the following documents:

a) Written request for invalidation of the Certificate of Outward Investment Registration;

b) Original copies of the issued Certificates of Outward Investment Registration;

c) Decision to terminate an investment project abroad in accordance with the provisions of Article 59 of the Investment Law;

d) Documents proving that the investor has completed the termination and liquidation of the project and transferred all money, assets, and proceeds from the termination and liquidation of the project back to the country according to the provisions of Article 86 of the Decree this;

đ) Documents on the investor’s legal status.

2. The Ministry of Planning and Investment checks the validity of the dossier. In case the dossier is invalid or has content that needs to be clarified, the Ministry of Planning and Investment notifies the investor in writing to complete the dossier.

According to this regulation, the dossier requesting invalidation of the Investment Registration Certificate needs to be made into 02 sets of dossier and sent to the Ministry of Planning and Investment.

3. When the Investment Registration Certificate has been terminated but the investor still wants to continue implementing the investment project abroad, what should you do?

In Article 87 of Decree 31/2021/ND-CP, it is stipulated as follows:

Dossiers, order and procedures for invalidation of the Certificate of Investment Registration abroad outside

…

4. Within 15 days from the date of receiving valid documents, the Ministry of Planning and Investment shall issue a decision to terminate the validity and revoke the Certificate of overseas investment registration to the investor, and send a copy to the State Bank of Vietnam, the Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, War Invalids and Social Affairs, the industry management ministries, the People’s Committee of the province or centrally run city where the investor is headquartered or registered for permanent residence, and the tax authority where the implementation is confirmed. Tax payment obligations of investors, investor’s representative agency (if any).

5. In case of terminating an investment project abroad according to the provisions of Point d, Clause 1, Article 64 of the Investment Law, before transferring all investment capital abroad to the foreign investor and terminating the project, the investor must notify the State Bank of Vietnam.

6. In case of termination of an offshore investment project according to the provisions of Point dd, Clause 1, Article 64 of the Investment Law but the investor does not carry out procedures to terminate the validity of the Certificate of offshore investment registration, the Ministry of Planning and Investment, based on the Investment Law and this Decree, shall terminate the validity of the Certificate of offshore investment registration and send it to the investor and relevant state management agencies. After the Certificate of Outward Investment Registration is terminated, if the investor wants to continue implementing the investment project abroad, he or she must carry out the procedures for granting an Outward Investment Certificate in accordance with the provisions of the Investment Law and this Decree.

7. For projects subject to approval of investment policy abroad, the investor and the agency deciding on investment abroad shall terminate the project and report to the agency and person competent to approve the policy of investment abroad.

According to the above regulations, in case the Investment Registration Certificate has been invalidated but the investor still wants to continue implementing the investment project abroad, the procedure for granting an Investment Certificate must be carried out. investing abroad according to the provisions of Law on Investment 2020 and Decree 31/2021/ND-CP.