What is an investment registration certificate? In what cases must the procedure for granting an Investment Registration Certificate be carried out?

1. What is an Investment Registration Certificate? In what cases must the procedure for granting an Investment Registration Certificate be carried out?

Investment registration certificate as defined in Clause 11, Article 3 of the Law on Investment 2020 is a paper or electronic document recording the investor’s registration information about an investment project.

So in what cases must the procedure for granting an Investment Registration Certificate be carried out? investment?

Pursuant to Article 37 of the Law on Investment 2020, which stipulates the following cases of carrying out procedures for granting Investment Registration Certificates:

– Investment projects of foreign investors;

– Investment projects of economic organizations specified in Clause 1, Article 23 of the Law this.

Note: Cases where the procedure for granting an Investment Registration Certificate is not required include:

– Investment projects of domestic investors;

– Investment projects of economic organizations specified in Clause 2, Article 23 of the Law on Investment 2020;

– Investment in the form of capital contribution, share purchase, purchase of capital contribution of economic organizations.

References to Article 23 of the Law on Investment 2020 stipulating the implementation of investment activities of economic organizations with foreign investment capital as follows:

Implementation of investment activities of economic organizations with foreign investment capital

1. Economic organizations must meet the conditions and carry out investment procedures as prescribed for foreign investors when investing in establishing other economic organizations; Investing in capital contribution, purchasing shares, purchasing capital contributions from other economic organizations; Invest in the form of a BCC contract if the economic organization falls into one of the following cases:

a) There are foreign investors holding more than 50% of the charter capital or the majority of partners are foreign individuals for an economic organization that is a partnership;

b) There is an economic organization specified in Point a of this Clause holding more than 50% of the charter capital;

c) There are foreign investors and economic organizations specified in point a of this clause holding more than 50% of the charter capital.

2. Economic organizations other than those specified in Points a, b and c, Clause 1 of this Article shall comply with investment conditions and procedures as prescribed for domestic investors when investing in establishing other economic organizations; investment in the form of capital contribution, share purchase, purchase of capital contribution from other economic organizations; investment in the form of BCC contract.

3. If a foreign-invested economic organization has been established in Vietnam, if it has a new investment project, it must carry out the procedures to implement that investment project without necessarily establishing a new economic organization.

4. The Government regulates in detail the order and investment procedures to establish economic organizations and the implementation of investment activities of foreign investors and economic organizations with foreign investment capital.

In short, cases that must carry out procedures for issuance of Investment Registration Certificates include:

+ Investment projects of foreign investors foreign investors;

+ Investment projects of economic organizations must meet the conditions and carry out investment procedures according to regulations for foreign investors when investing in establishing other economic organizations;

++ Investing in capital contribution, buying shares, purchasing capital contributions of other economic organizations;

++ Investing in the form of BCC contract in one of the cases prescribed in Clause 1, Article 23 of the Law on Investment 2020.

2. Do Vietnamese enterprises that do not have foreign investors as members or shareholders when implementing an investment project have to carry out procedures for granting an Investment Registration Certificate?

As analyzed above, cases that must carry out procedures for granting an Investment Registration Certificate include:

+ Investment projects of foreign investors;

+ Projects Investments of economic organizations must meet the conditions and carry out investment procedures according to regulations for foreign investors when investing in establishing other economic organizations;

++ Investing in capital contribution, buying shares, purchasing capital contributions of other economic organizations;

++ Investing in the form of BCC contracts in one of the cases specified in Clause 1, Article 23 of the Law on Investment 2020.

Accordingly, enterprises do not fall into the cases that are required to carry out procedures for granting Investment Registration Certificates.

Because, according to the case raised, this is Vietnamese enterprises and no foreign investors as members or shareholders.

Therefore, according to the law, enterprises are not required to carry out procedures for granting Investment Registration Certificates.

Note: In case of need, enterprises still have the right to carry out procedures for issuance Investment registration certificate according to the provisions of investment law.

3. Do foreign investors when buying shares in Vietnamese enterprises have to ensure market access conditions?

Comparing with the provisions of Article 24 of the Law on Investment 2020, which regulates the form of investment in the form of capital contribution, share purchase, capital contribution purchase:

Investment in the form of capital contribution, share purchase, capital contribution purchase contribute

…

2. Foreign investors contributing capital, purchasing shares, purchasing capital contributions of economic organizations must meet the following regulations and conditions:

a) Market access conditions for foreign investors specified in Article 9 of this Law;

b) Ensuring national defense and security according to the provisions of this Law;

c) Legal provisions Land law on conditions for receiving land use rights, land use conditions in islands, communes, wards, border towns, communes, wards, coastal towns.

In which, for foreign investors when buying shares in Vietnamese enterprises, they must ensure market access conditions specified in Article 9 of the 2020 Investment Law.

In addition, foreign investors contribute capital, purchasing shares, purchasing capital contributions of economic organizations must meet the regulations and conditions on:

– Ensuring national defense and security according to the provisions of this Law;

– Regulations of land law on conditions for receiving land use rights, conditions for land use in islands, communes, wards, border towns, coastal communes, wards and towns.