1. Requirement of investment project transfer
Investors are free to transfer their investment project when meeting full of legal requirements including:
₋ The investment project or part of investment project transferred is not terminated according to the provisions of Clauses 1 and 2, Article 48 of Law on Investment 2020;
₋ Foreign investors must satisfy applicable investment requirements in case they receive the transfer of projects in conditional investment lines applicable to foreign investors;
₋ Investors must strictly comply with the requirements of the Law on Land, real estate business if they transfer projects which are associated with the transfer of land use rights;
₋ Investors must satisfy the requirements in the Investment Registration Certificate or other relevant laws (if any).
2. Dossier on project transfer
According to Clause 5 Article 8 of Decree 31/2021/ND-CP guiding on Law on Investment, before carrying out investment project transfer, investors need to prepare all documents, files as follows:
₋ Project transfer registration document;
₋ A decision on the transfer of project assignment (original) of the Members’ Council or the owner of the business or the General Meeting of Shareholders or an agreement of the business cooperation parties (for investment projects in the form of business cooperation contracts);
₋ Project transfer contract (original);
₋ Documents certifying that the transfer has been completed, certified by the transferor;
₋ Report on project implementation activities;
₋ Copy of Investment Registration Certificate;
₋ Copy of BCC Contract (for investment projects in the form of BCC Contract);
₋ Report on the operation and financial statements of the enterprise at the time of conversion request.
3. Procedures for investment transfer
a. With projects that are in one of the following cases: (i) The project is granted an Investment Registration Certificate and is not subject to a decision on investment policies, (ii) The project is granted an Investment Registration Certificate, is subject to a decision on investment policies and the investor has completed the capital contribution, mobilized capital and put the project into exploitation and operation.
- Step 1: The transferor submits the dossiers to the Department of Planning and Investment.
- Step 2: When receiving the valid dossiers, the Department of Planning and Investment shall receive the dossiers, consider the transfer requirements in order to adjust the Investment Registration Certificate.
b. With projects that are subject to a decision on investment policies of the Prime Ministry
- Step 1: The transferor submits the dossiers to the Department of Planning and Investment.
- Step 2: The Department of Planning and Investment shall send the dossiers to competent agencies to collect appraisal opinions on transfer requirements.
- Step 3: Competent agencies shall consider, give comments on transfer requirements.
- Step 4: The Department of Planning and Investment shall submit the dossiers as well as the comments of related agencies to the Provincial People’s Committee to give comments, and then, send all of the dossiers to the Ministry of Planning and Investment.
- Step 5: The Ministry of Planning and Investment shall make an appraisal report on requirements of transferring investment projects.
- Step 6: After receiving the appraisal report of the Ministry of Planning and Investment, the Prime Ministry shall consider and make a decision on the adjustment of investment policy.
- Step 7:
+ With projects that are not subject to Investment Registration Certificate: a written decision on the adjustment of investment policies shall be sent to the transferee.
+ With projects that are subject to Investment Registration Certificate: when receiving the written decision on the adjustment of investment policy, the Department of Planning and Investment shall adjust the Investment Registration Certificate and then send it to the transferee.
c. With projects that are subject to a decision on investment policies of the Provincial People’s Committee
- Step 1: The transferor submit the dossiers to the Department of Planning and Investment.
- Step 2: The Department of Planning and Investment shall send the dossiers to competent agencies to collect appraisal opinions on transfer requirements.
- Step 3: The Department of Planning and Investment, related competent agencies shall consider, give comments on transfer requirements.
- Step 4: The Department of Planning and Investment shall make an appraisal report on the requirements of transferring investment projects.
- Step 5: The Department of Planning and Investment, the Provincial People’s Committee shall consider and make decisions on the adjustment of investment policy.
- Step 6:
+ With projects that are not subject to Investment Registration Certificate: a written decision on the adjustment of investment policies shall be sent to the transferee.
+ With projects that are subject to Investment Registration Certificate: when receiving the written decision on the adjustment of investment policy, the Department of Planning and Investment shall adjust the Investment Registration Certificate and then send it to the transferee.
With projects that are subject to a decision on investment policies and the investor has completed the capital contribution, mobilized capital, and put the project into exploitation and operation, it is not required to carry out the procedures for adjustment of the decision on investment policy when transferring the project.
In case a foreign investor receives an investment project and then establishes an economic organization to operate that project, the foreign investors shall carry out the procedures for applying issuance or adjustment Investment Registration Certificate, then establish a suitable economic organization according to the law.
===================
PHONG & PARTNERS LAW FIRM
Add: 6th Floor, Thanh Loi Building, 249 Nguyen Van Linh Street, Danang city - 0905.102425
Son Tra Branch: 01 Dong Giang street, Danang city - 0905.205624
Lien Chieu Branch: 21 Truong Van Da street, Danang city - 0901.95099
Ngu Hanh Son Branch: 03 Chu Cam Phong street, Danang city - 0905.579269
Tel: 0236.3822678
Email: Phongpartnerslaw@gmail.com
Web: https://phong-partners.com
