VIETNAM Law and Practice Contributed by: Ngoc Luong Trinh, Tung Nguyen, Hanh Vo, Esko Cate, Nguyen Dang, Khanh Le, Hoang Nguyen and Truc Ta, VILAF
Decree No. 122/2021/ND-CP and Article 35.2 (dd) of Law on Investment 2025) Investment Registration Certificate (IRC) Projects subject to IRC but exempt from IPA are gen - erally implemented through a two-step process. The first step is obtaining the IRC. The investor sub - mits one set of application documents to the compe - tent investment registration authority. (Article 39.1 of Decree No 96/2026/ND-CP). The competent authority depends on the project location: • the Management Board has authority for projects located inside industrial parks, export process - ing zones, high-tech zones, concentrated digital technology zones or economic zones (Article 27.1 of the Law on Investment 2025); • the Department of Finance has authority for pro - jects located outside such zones (Article 27.2 of the Law on Investment 2025); and • for multi-province projects or those implemented both inside and outside industrial/economic zones, authority is determined by the location of the project operating office (Article 27.3 of the Law on Investment 2025; Article 36.2 and Article 36.4 of Decree No 96/2026/ND-CP). Step two is obtaining an enterprise registration cer - tificate (“ERC”). Following the IRC issuance, foreign investors will be required to submit an application dossier to establish an enterprise and obtain an ERC from the relevant provincial DOF. Alternatively, under the new investment regime, for - eign investors may establish the enterprise to obtain the ERC before obtaining the IRC, provided that the IRC is completed within 12 months of ERC issuance. The statutory timeline is as follows. • The IRC must be issued within 10 working days from receipt of a valid dossier if all statutory con - ditions are satisfied. (Article 39.3 of Decree No. 96/2026/ND-CP) • The ERC must be issued within 3 working days from receipt of a valid dossier.
• Foreign investors commencing investment activi - ties without obtaining the required IRC: (a) will be subject to an administrative penalty; (b) will be required to submit for the IRC; and (c) may even face suspension of the entire unlaw - ful investment (Article 19.3 (a) of Decree No 122/2021/ND-CP and Article 35.2 (dd) of Law on Investment 2025). Special Investment Procedure Under the Law on Investment 2025, foreign investors may elect to apply the special investment procedure for projects located in: • industrial parks; • export processing zones; • high-tech zones; • concentrated digital technology zones; • free trade zones; • international financial centres; and • functional zones within economic zones (Article 28.1 of the Law on Investment 2025). Under this mechanism, the project is exempt from several pre-approval procedures, including: • investment policy approval; • technology appraisal; • environmental impact assessment procedure; • detailed planning procedure; and • construction permit procedure (Article 28.2 of the Law on Investment 2025). However, the investor must provide written commit - ments regarding compliance with construction, envi - ronmental and fire prevention regulations (Article 28.2 of the Law on Investment 2025). Before construction commencement, the investor must submit a commencement notice and support - ing technical documents to the competent authorities (Article 28.3 of the Law on Investment 2025). Consequences of non-compliance Investment activities undertaken without the IRC may be subject to administrative penalties, mandatory post-filing obligations and suspension of the unlaw - ful investment project (Article 19.3 (a) of Decree No
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