The conditions for foreign investors to be issued investment registration certificate

Before deciding to invest in Vietnam, the foreign investors need to consider issues such as: the foreign investor’s charter capital ownership ratio in the economic organization, expected business industry, the expected location of the project. The consideration of these issues is to ensure that the conditions for foreign investors to be considered for issuance of Investment Registration Certificates in Vietnam by competent state agencies in Vietnam. Accordingly, these conditions are specified as follows:

• According to Clause 2 of Article 38 of the Law on Investment 2020 and Clause 3 Article 36 Decree 31/2021/ND-CP, the conditions for the foreign investors to be granted an Investment Registration Certificate for investment projects not subject to investment policy approval, including:

• • The investment project must not fall within the prohibited industries and business fields as specified in Article 6 of the Law on Investment 2020 and international treaties on investment.

• • The investment project must have project implementation location which must be clearly identified based on valid documents such as land use rights or land lease agreements.

• • The investment project must comply with national, regional, provincial, urban, and special administrative-economic unit planning (if any).

• • The investment project must also meet the investment rate per unit of land area condition, which is regulated by the People’s Committee of the province and must be approved by the Standing Committee of the Provincial People’s Council (if any).

• • The investment project must meet the market access conditions for foreign investors.

• • According to Clause 10 of Article 3 of the Law on Investment 2020, market access conditions for foreign investors are the requirements that foreign investors must meet to invest in industries and business fields included in the List of Industries and Business Fields with Restricted Market Access for foreign investors.

• According to Clause 2, Article 9 of the Investment Law 2020, this list including:

• • List of industries and business fields not yet accessible to the market which are specified in Part A of Appendix I to Decree 31/2021/ND-CP; and

• • List of industries and business fields with conditional market access, which are specified in Part B of Appendix I to Decree 31/2021/ND-CP.

• Accordingly, the market access conditions for foreign investors are specified in Clause 3, Article 9 of the Investment Law 2020 including:

• • The foreign investor’s shareholding ratio in the economic organization:

For example: For advertising services (CPC 871), the foreign investors’ charter capital ownership limit cannot exceed 51% until January 1, 2009. But since January 1, 2009, there is no restriction on the charter capital ownership ratio of foreign investors in joint ventures.

• • The investment form:

For example: For advertising services (CPC 871), the foreign investors must enter into a joint venture or enter into a business cooperation contract with a Vietnamese partner that is licensed to do advertising service business. Accordingly, the foreign investors are not allowed to invest in the form of establishing 100% foreign-owned companies.

• • The investment scope:

For example: For computer services and related services (CPC 841-845, CPC 849), 100% foreign-invested enterprises are only allowed to provide services to foreign-invested enterprises in Vietnam within two years from the date of accession to the WTO. Accordingly, within 02 years, economic organizations with 100% foreign investment capital will be limited from providing services to Vietnamese businesses. However, this restriction no longer applies.

• • The capacity of the investor and participating partners:

For example, For architectural services (CPC 8671), the foreign enterprise must be a legal entity of a WTO Member. Accordingly, restrictions on foreign investors are individuals.

• • The other conditions.

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