NVESTMENT: PROCEDURES FOR OVERSEAS INVESTMENT IN ACCORDANCE WITH THE INVESTMENT LAW 2020

by Apra Law

Procedures for outbound investment are administrative procedures that record the investor transferring capital, paying for the purchase of part or all of the business establishment or establishing ownership to carry out business investment activities outside the territory of Vietnam and directly participating in the management of such investment activities through being authorized by competent state agencies. Vietnam issues certificates of overseas investment.

Conditions for issuance of certificates of overseas investment registration

Overseas investment activities are in line with the principles of overseas investment.

Overseas investment activities are not part of industries and professions prohibiting business investment.

Investors who commit to arrange foreign currency on their own or are allowed by credit institutions to commit to arranging foreign currencies to carry out overseas investment activities; in case the capital in foreign currency transferred abroad is equivalent to VND 20 billion or more and does not belong to the project under the competence to decide the policy of overseas investment, the Ministry of Planning and Investment shall obtain written comments from the State Bank of Vietnam.

There are decisions to invest abroad as prescribed.

There is a written statement of the tax authority confirming the performance of the investor’s tax payment obligations up to the time of submission of investment project dossiers.

Forms of outbound investment under Clause 1, Article 52 of the Law on Investment 2020

“Investors carry out overseas investment activities in the following forms:

  1. a) Establishing an economic organization in accordance with the law of the receiving country;
  2. b) Investing in the form of overseas contracts;
  3. c) Contributing capital, purchasing shares, purchasing capital contributions of overseas economic organizations to participate in the management of such economic organizations;
  4. d) Buying or selling securities or other valuable papers or investing through securities investment funds and other intermediary financial institutions abroad;
  5. dd) Other forms of investment in accordance with the law of the receiving country.”

Types of overseas investment projects

According to the amount of capital contributed, overseas investors are divided into 4 categories as follows:

The project is not subject to the policy approval, has an overseas investment capital of less than VND 20 billion.

The project is not subject to the approval of the policy, has an overseas investment capital of over VND 20 billion. (For the opinion of the State Bank of Vietnam).

The project is subject to the approval of the Prime Minister’s policy:

Projects in the fields of banking, insurance, securities, press, radio, television and telecommunications with overseas investment capital of VND 400 billion or more;

Investment projects not belonging to banks, insurance, securities, newspapers, radio, television and telecommunications with investment capital abroad of VND 800 billion or more).

The project is subject to the approval of the National Assembly’s policy:

Projects with overseas investment capital of VND 20,000 billion or more;

The project requires the application of special mechanisms and policies that need to be decided by the National Assembly.

Order of procedures for applying for an overseas investment license

Step 1: Prepare investment documents abroad:

The application for the Certificate of Overseas Investment includes the following documents:

Written registration of overseas investment (according to form);

Documents proving legal status:

For investors who are individuals: Copies of identity cards, IDs or passports;

For an institutional investor: a copy of the establishment certificate or other equivalent document confirming the legal status of the investor as an organization. Other equivalent documents confirming the legal status of the investor include one of the following documents: Investment license; or investment certificate; or investment registration certificates for investors who are foreign-invested enterprises in Vietnam; or business registration certificate; Or decide to set up.

Proposing investment projects;

A copy of one of the documents proving the financial capacity of the investor:

Financial statements of the last 02 years of investors; commitment to financial support of the parent company; commitment to financial support of financial institutions; guarantee of the financial capacity of the investor;

Commitment to self-balance foreign currency sources or documents of credit institutions permitted to commit to arranging foreign currencies for investors;

Decision to invest abroad;

For overseas investment projects in the fields of banking, securities, insurance, science and technology, investors shall submit written approvals of competent state agencies on meeting the conditions for overseas investment in accordance with the Law on Credit Institutions, Securities Law, Science and Technology Law, Insurance Business Law.

Written authorization for Viet An Law.

Step 2: Submit investment documents abroad

Application receiving and processing agency: Ministry of Planning and Investment.

Within 03 working days from the date of receipt of the investment project dossier, the Ministry of Planning and Investment shall send the dossier for appraisal comments of the relevant state agencies.

Step 3: Appraise the application

Within 15 days from the date of receipt of the investment project dossier, the agency may consult with appraisal opinions on the contents under its management.

For projects that need the Government to decide on investment guidelines, within 30 days from the date of receipt of investment project dossiers, the Ministry of Planning and Investment shall organize the appraisal and prepare an appraisal report to the Prime Minister.

For projects that need the National Assembly to decide investment guidelines: The Ministry of Planning and Investment shall report to the Prime Minister to establish a State Appraisal Council (within 05 days). The State Appraisal Council shall appraise and prepare the appraisal report (within 90 days) and the Government shall send the dossier of decision on overseas investment policy to the agency in charge of verification of the National Assembly (before the opening of the 60-day National Assembly session).

Step 4: Grant a license to invest abroad.

The contents of the certificate of registration of investment abroad are as follows

Investment project code.

Investors.

Name of investment project, name of overseas economic organization (if any).

Objectives, investment locations.

Forms of investment, investment capital, investment capital, form of investment capital, progress of implementation of overseas investment activities.

Rights and obligations of investors.

Incentives and investment support (if any).

Step 5: Register for forex trading

After being granted the Certificate of Overseas Investment, the investor shall register foreign exchange transactions at the State Bank on investors, investment capital, open investment capital accounts at credit institutions permitted to carry out overseas investment activities and the progress of transferring investment capital in money abroad.

Dossiers of registration of foreign exchange transactions related to overseas investment activities include:

Application for foreign exchange transactions related to overseas investment activities (according to the form in Appendix No. 01 issued together with Circular No. 12/2016/TT-NHNN).

Copies issued from shock books or certified copies or copies attached to the original presentation to compare investment licenses or certificates of overseas investment or certificates of overseas investment registration issued by competent authorities of Vietnam. In case the applicant submits a copy and presents the original for comparison, the collator shall confirm the accuracy of the copy compared to the original.

Copies of foreign languages, Vietnamese translations (certified by investors on the accuracy of copies and translations) of documents approving or granting investment licenses issued by competent agencies of the receiving country or documents proving the right to invest in the receiving country in accordance with the provisions of the law of the receiving country invest.

The original written confirmation of the credit institution is allowed on the opening of the investor’s investment capital account which clearly states the account number and foreign currency type.

The original written confirmation of the credit institution is allowed on the amount of money the investor has transferred abroad before being granted the Certificate of overseas investment registration to meet the costs for the formation of overseas investment projects as prescribed by law in case the investment capital has been transferred abroad first. when granted a certificate of overseas investment registration.

Written explanation of the need to transfer investment capital abroad in Vietnamese dong in case of transfer of investment capital abroad in Vietnamese dong.

Step 6: Transfer investment capital abroad

After registering foreign exchange transactions, the investor transfers the investment capital abroad according to the schedule of the registered project.

In addition, investors need to carefully study the legal provisions of the receiving country to carry out the procedures for applying for certificates of investment abroad quickly and conveniently.

Step 7: Implement the regime of overseas investment reporting

After being granted the Certificate of overseas investment registration, the investor is granted an account to access the National Information System on Investment to implement the periodic reporting regime as prescribed.

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For further information, please contact:

APRA LAW FIRM

Address: 7th floor, 57 Tran Quoc Toan, Tran Hung Dao ward, Hoan Kiem district, Hanoi city, Vietnam.

Email: info@apra.vn

Hotline : 024.23486234 – 0948495885

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